Common use of Interest and Applicable Margins Clause in Contracts

Interest and Applicable Margins. (a) Subject to Sections 2.4(c) and 2.4(d), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made on the basis of a 360-day year and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Appears in 2 contracts

Sources: Credit, Security and Pledge Agreement (Lionsgate Studios Holding Corp.), Credit Agreement (Lions Gate Entertainment Corp /Cn/)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) Agent, for the ratable benefit of Lenders in arrears on each applicable Interest Payment Date, with respect to the Revolving Credit Advances which are designated as Index Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.0% Applicable Revolver LIBOR Margin 2.5% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees and interest payable under this Credit Agreement calculated on a per annum basis shall be made by Agent on the basis of a 360-day year, and all computations of interest shall be made by Agent on the basis of a 360-day year in the case of Revolving Credit Advances which are designated as LIBOR Loans and actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of Revolving Credit Advances which are designated as Index Rate Loans, in each case for the actual number of days occurring in the period for which such Fees and interest are payable. The Index Rate is a leap year) and actual days elapsedfloating rate determined for each day. Interest Each determination by Agent of an interest rate and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) on each Interest Payment Date final, binding and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations (other than contingent obligations for indemnification) shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of 100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to an existing LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until two (2) Business Days after the Closing Date. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, the obligations if a court of the Borrowers hereunder shall be subject to the limitation competent jurisdiction determines in a final order that payments any rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for "), then so long as the Maximum Lawful Rate would be so exceeded, such periodrate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until such rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrowers or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 2 contracts

Sources: Credit Agreement (Osullivan Industries Holdings Inc), Credit Agreement (Osullivan Industries Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.25% Applicable L/C Margin 3.25% Applicable Unused Line Fee Margin 0.375% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000. Any such election must be made by 11:00 a.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent and after notification of such completion to the Borrower Representative. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 2 contracts

Sources: Credit Agreement (Agway Inc), Credit Agreement (Agway Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(dwith respect to the Revolving Credit Advances, the Index Rate plus two percent (2%) or, at the election of Borrower Representative, the applicable LIBOR Rate plus three percent (3%), each (ii) with respect to the Swing Line Loan, the Index Rate plus two percent (2%), (iii) with respect to the Term Loan shall bear A, the applicable LIBOR Rate plus five and one-half percent (5.50%), and (iv) with respect to the Term Loan B, the applicable LIBOR Rate plus nine and one-half percent (9.50%). (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Administrative Agent on the basis of a 360-day year and actual days elapsed(other than Index Rate Loans, except that interest computed by reference to the Base Rate which shall be computed on the basis of a 365365/366-day year (366 year), in each case for the actual number of days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees shall accrue during are payable. The Index Rate Interest is a floating rate determined for each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined day. Each determination by the Administrative Agent in accordance with the Fundamental Documents of an interest rate and the Administrative Agent’s loan systems and procedures periodically in effect, interest Fees hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election presumptive evidence of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence correctness of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default rates and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyFees. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a) or so long as any other Event of Default has occurred and is continuing and at the election of Agents (or upon the written request of Requisite Lenders) confirmed by written notice from Administrative Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2.00%) per annum above the Index Rate plus the applicable rates of interest or the rate of such Fees otherwise applicable hereunder unless Agents or Requisite Lenders elect to impose a smaller increase (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loan (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by Borrower Representative by noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. Thereafter, interest hereunder shall be paid at the rate, and in the manner, provided in this Agreement unless and until the rate of interest again exceeds the Maximum Rate, at which time this paragraph (f) shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. (eg) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance If any provision of this Agreement or any of the Loans in quarterly installments equal other Loan Documents would obligate Borrowers to 2.5% make any payment of the aggregate principal interest or other amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be to any Agent or any Lender in an amount sufficient or calculated at a rate which would be prohibited by law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rate shall be deemed to pay have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in full a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the entire unpaid principal extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under the Notes; and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute interest for purposes of Section 347 of the LoansCriminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if such Agent or such Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Borrowers shall be entitled, by notice in writing to such Agent or such Lender, as applicable, to obtain reimbursement from such Agent or such Lender, as applicable, in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Borrowers. Any amount or rate of interest referred to in this Section 1.5 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360-day year or any other period of time less than a calendar year) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.

Appears in 1 contract

Sources: Credit Agreement (Allied Holdings Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders on the Revolving Loan, in arrears on each applicable Interest Payment Date. The Revolving Loan shall bear interest on at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum. Each determination The Swing Line Loan shall bear interest at the Index Rate plus the Applicable Revolver Index Margin per annum. The Applicable Margins are as follows: Applicable Revolver Index Margin 2.25% Applicable Revolver LIBOR Margin 3.25% Applicable L/C Margin 3.00% Applicable Unused Line Fee Margin 0.75% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election presumptive evidence of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence correctness of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default rates and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyFees. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the Letter of Credit Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (as finally determined, the "Default Rate"), and all such Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Revolving Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $2,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). No Loan shall be made as or converted into a LIBOR Loan until seven (7) days after the Closing Date. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Credit Agreement (Thermadyne Holdings Corp /De)

Interest and Applicable Margins. (a) Subject to Sections 2.4(cthe terms and conditions of this Agreement, advances under the Revolving Loan may be divided into Base Rate Loans or LIBOR Rate Loans, or a combination thereof, selected by the Borrower Representative in accordance with SUBSECTIONS 2.5(e) and 2.4(d2.5(f), each ; PROVIDED that the Revolving Loan shall bear not have more than three (3) Interest Periods outstanding at any one time. So long as no Event of Default has occurred and is continuing, the Borrower shall pay to the Agent, for the benefit of the Lenders, interest on the outstanding principal amount thereof from balance of the date when made Revolving Loan at a rate per annum equal to Adjusted Term SOFR the Base Rate or the Base LIBOR Rate, as applicable, in accordance with SECTION 2.14. The Swingline Loan shall bear interest at the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent Base Rate and shall be conclusive payable as provided in SECTION 2.14. (b) Interest and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement all fees (other than prepayment fees) shall be made computed (on a daily basis) on the basis of a 360-day year and for the actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis number of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which In computing interest on the Revolving Loan, the date of funding an advance under the Revolving Loan or such Fees are computed from (and including) the first day thereof of an Interest Period applicable to (but excluding) an advance under the last day thereof. (b) All as determined by Revolving Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the Administrative Agent in accordance with the Fundamental Documents date of conversion of such LIBOR Rate Loan to such Base Rate Loan, shall be included and the Administrative Agent’s loan systems and procedures periodically in effectdate of payment of the Revolving Loan or the expiration date of an Interest Period applicable to the Revolving Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, shall be excluded; PROVIDED that if an advance under the Revolving Loan is repaid on the same day on which it is made, one day's interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loanssuch advance. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due Each determination by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Datean interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) At So long as an Event of Default shall have occurred and be continuing, the election Borrowers shall pay to the Lenders interest from the date of such Event of Default to and including the date of cure of such Event of Default on the Obligations at the Default Rate applicable to such Obligations; PROVIDED that in the case of LIBOR Rate Loans, upon the expiration of the Administrative Agent or Interest Period in effect at the Required Lenders while time any Event of Default exists shall have occurred and be continuing, such LIBOR Rate Loans shall automatically become Base Rate Loans and thereafter bear interest at the Default Rate applicable to Base Rate Loans. (i) Interest shall be due at the Base Rate, the LIBOR Rate or automatically while any Event of the Default under Section 7(b)Rate, 7(c)as provided herein, 7(h) or 7(i) exists), interest (after as well as before entry demand, default and judgment notwithstanding any judgment rate of judgment thereon interest provided for in any statute. If any interest payment or other charge or fee payable hereunder exceeds the maximum amount then permitted by applicable law, then to the extent permitted by Applicable Law) on the Loans shall increase, from law and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting subparagraph (ii) of this SUBSECTION 2.5(d), the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall be obligated to pay such Lender interest at the highest rate maximum amount then permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter applicable law and the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay the maximum amount from time to time permitted by applicable law until all such interest payments and other charges and fees otherwise due hereunder at (in the Maximum Lawful Rate until absence of such time as the total interest received restraint imposed by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraphapplicable law) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full. (ii) It is the intention of the Agent, the unpaid principal balance Lenders and the Borrowers to comply with the laws of the Loans State of Illinois, and notwithstanding any provision to the contrary contained herein or in quarterly installments equal the other Financing Agreements, the Borrowers shall not be required to 2.5% pay and the Lenders shall not be permitted to collect any amount in excess of the aggregate principal maximum amount of Loans issued under interest permitted by law ("Excess Interest"). If any Excess Interest is provided for or determined to have been provided for by a court of competent jurisdiction in this Credit Agreement; provided that the last installment of principal Agreement or in any of the Loans other Financing Agreements, then in such event: (A) the provisions of this SUBSECTION 2.5(d)(ii) shall be due govern and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.control;

Appears in 1 contract

Sources: Loan and Security Agreement (Lois/Usa Inc)

Interest and Applicable Margins. (a) Subject The Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit (subject to Section 9.9(c)) and 2.4(d)of Lenders in accordance with the various Revolving Loan Advances being made by each Lender, in arrears on each Loan shall bear interest on applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginIndex Margin per annum, or, at the election of the Borrower, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum. Each determination The Applicable Margins are as follows: (b) If any payment on the Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year (or, in connection with the calculation of interest in respect of Index Rate Loans, a 365 or 366-day year, as applicable), in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any an Event of Default exists (has occurred and is continuing under Section 8.1(a) or automatically while so long as any other Event of Default under Section 7(b)has occurred and is continuing and at the written request of Requisite Lenders to Agent, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon confirmed by written notice from Agent to the extent permitted Borrower, and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Revolving Loan Advances shall be increased by Applicable Lawtwo percentage points (2%) on per annum above the Loans shall increase, from and after rates of interest or the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) Fees otherwise applicable hereunder (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreementupon demand. (e) Borrower hereby promises to pay Subject to the Administrative Agent, on each Principal Payment Date until the Loans have been paid conditions precedent set forth in fullSection 2.2, the unpaid principal balance of Borrower shall have the Loans in quarterly installments equal option to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided (i) request that the last installment of principal of the Loans shall any Revolving Loan Advance be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.made as a LIBOR Loan,

Appears in 1 contract

Sources: Revolving Credit Agreement

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Revolver Index Margin per annum or, at the election of an Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectBorrower, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent verifiable error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1 (a), (h) or (i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Letter of Credit Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the 2nd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the 2nd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Infogrames Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75 % Applicable Revolver LIBOR Margin 3.00 % Applicable Term Loan Index Margin 2.50 % Applicable Term Loan LIBOR Margin 3.75 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofBorrower, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date ), or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans Fees otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default if such Event of Default arose under Section 8.1(a), (h) or (i) or from the date of the delivery of the written notice from Agent to Borrower for all other Events of Default, until that Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreementupon demand. (e) Borrower hereby promises to pay Subject to the Administrative Agentconditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each Principal Payment Date LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan (other than the Swing Line) to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Effective Date and (ii) completion of Primary Syndication as determined by Agent. As used in this Section 1.5(e), “Primary Syndication” shall occur when GE Capital’s aggregate Commitments, together with the total Loans have been paid in fullfunded by GE Capital, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if do not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loansexceed $50,000,000.

Appears in 1 contract

Sources: Credit Agreement (RBC Bearings INC)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Lender, in arrears on each Loan shall bear interest on applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Revolver Index Margin or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin. Each determination , based on the aggregate Revolving Credit Advances outstanding from time to time. (b) If any payment of an any of the Obligations becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Lender on the basis of a 360-day year and year, in each case for the actual number of days elapsed, except that occurring in the period for which such Fees or interest computed by reference to the Base are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Lender of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which an interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest rate hereunder shall be paid in arrears final, binding and conclusive on Borrowers (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(babsent manifest error), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein So long as an Event of Default shall have occurred and be continuing under Sections 8.1(a), or so long as any other Event of Default shall have occurred and be continuing, and at the election of Lender confirmed by written notice from Lender to Borrower Representative, the interest rates applicable to the Revolving Loan and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loan from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Revolving Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 10:30 a.m (Los Angeles time) on the third Business Day prior to (A) the date of any proposed Revolving Credit Advance that is to bear interest at the LIBOR Rate, (B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (C) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 10:30 a.m. (Los Angeles time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Lender in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by Lender pursuant to the Administrative Agentterms hereof exceed the amount that Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (WTD Industries Inc)

Interest and Applicable Margins. Borrower shall pay interest to Lender in arrears on each applicable Interest Payment Date, at the rate per annum, in the case of Revolving Loans (a) Subject to Sections 2.4(c) and 2.4(dother than the outstanding balance of Letter of Credit Obligations), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, LIBOR Rate plus the Applicable MarginRevolver Margin based on the aggregate Revolving Credit Advances outstanding from time to time. Each determination If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of an principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest errorthen applicable rate during such extension. All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Lender on the basis of a three hundred sixty (360-) day year and year, in each case, for the actual number of days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as payable. The LIBOR Rate is a floating rate determined by the Administrative Agent in accordance with the Fundamental Documents definition of LIBOR Rate. Each determination by Lender of an interest rate and the Administrative Agent’s loan systems Fees hereunder and procedures periodically in effect, interest under any other Loan Document shall be paid in arrears final, binding and conclusive, absent manifest error. So long as a Default or an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) on each Interest Payment Date or so long as any other Default or Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Lender confirmed by written notice from Lender to Borrower, the Administrative Agent interest rates applicable to the Revolving Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the Required Lenders while any rate of such Fees otherwise applicable hereunder (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default exists (until that Default or automatically while any Event of Default under Section 7(b), 7(c), 7(h) is cured or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from waived and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyupon demand. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Appears in 1 contract

Sources: Credit Agreement (Astec Industries Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances which are designated as Index Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.00 % Applicable Revolver LIBOR Margin 2.50 % Applicable L/C Margin 2.50 % Applicable Unused Line Fee Margin 0.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement on LIBOR Loans shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that such interest computed by reference to the Base are payable. All computations of interest on Index Rate Loans shall be computed made by Agent on the basis of a 365365 or 366-day year (366 year, as applicable, for the actual number of days occurring in the case period for which such interest is payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of a leap year) and actual days elapsed. Interest an interest rate and Fees hereunder shall accrue during each period during which interest or such Fees are computed from (be final, binding and including) the first day thereof to (but excluding) the last day thereofconclusive on Borrower, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems is continuing under Section 6.1(a), (f) or (g) and procedures periodically in effectwithout notice of any kind, interest shall be paid in arrears (i) on each Interest Payment Date or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2.00%) per annum above the rates of interest or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) Fee otherwise applicable hereunder (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on demand the next regularly scheduled payment date set forth herein for such Obligation. (e) Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the Administrative LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $100,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by noon (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier. In the Required Lenderscase of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.2(e). Each Borrower acknowledges that it would No Loan shall be extremely difficult made, converted into or impracticable to determine Lenders’ actual damages resulting from any continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. No Loan may be made as or converted into a LIBOR Loan until five (5) days after the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyRestatement Effective Date. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Restatement Effective Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrower or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Cherokee International Corp)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginIndex Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Index Margin 1.25% Applicable LIBOR Margin 3.00% So long as no Default or Event of an interest rate Default exists, each of the Applicable Margins shall be reduced by 25 basis points on the first day of the first calendar month following the later to occur of (a) the repayment in full of the Term Notes and the Fleet Notes and (b) either (i) the issuance of the Acceptable High Yield Notes or (ii) the receipt by the Administrative Agent Borrower of at least $125,000,000 in net proceeds from an IPO. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest computed by reference to the Base Rate rates and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election presumptive evidence of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence correctness of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default rates and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyFees. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the Third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the Third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) ninety (90) days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Credit Agreement (PAV Republic, Inc.)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Revolver Index Margin per annum or, at the election of an Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loans, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees an interest rate hereunder shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofbe conclusive, absent manifest error. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (cd) At the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, and so long as any Default or the Required Lenders while any Event of Default exists shall have occurred and be continuing, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or automatically while any the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the date of such notice until such Default or Event of Default under Section 7(b)is cured or waived, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base RateAgent (upon written authorization therefor from the Requisite Lenders) notifies Borrower that the Default Rate no longer applies, as the case may be) (the “Default Rate”). All such interest and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreementupon demand. (e) Borrower hereby promises to pay So long as no Default or Event of Default shall have occurred and be continuing, and subject to the Administrative Agentadditional conditions precedent set forth in Section 2.4, on each Principal Payment Date until Borrower shall have the option to (i) request that any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans have been paid (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in full, accordance with Section 1.13(b) if such conversion is made prior to the unpaid principal balance expiration of the Loans in quarterly installments equal to 2.5% LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSwing Line Loan) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.as a LIBOR Loan upon

Appears in 1 contract

Sources: Credit Agreement (Code Alarm Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Revolver Index Margin per annum or, at the election of an Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofBorrower, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1a, interest shall be paid in arrears (h) or (i) on each Interest Payment Date ), or so long as any other Default or Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans Fees otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Required LendersSwing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute Conversion/Continuation”) in the form of Exhibit 1.5(e). No Loan may be made as or converted into a penaltyLIBOR Loan having a LIBOR Period in excess of one month until the earlier of (i) 60 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Analysts International Corp)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.25% Applicable Revolver LIBOR Margin 2.25% Applicable Term Loan Index Margin 1.25% Applicable Term Loan LIBOR Margin 2.25% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof presumed to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltycorrect. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"). Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default if such Event of Default arose under Section 8.1(a), (h) or (i) or from the date of the delivery of the written notice from Agent to Borrower for all other Events of Default, until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Roller Bearing Co of America Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(c) Agent, for the ratable benefit of Lenders, in arrears on each applicable Interest Payment Date, with respect to the Revolving Credit Advances which are designated as Index Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Revolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; The Applicable Margins are as follows: Applicable Revolver Index Margin 1.00% Applicable Revolver LIBOR Margin 2.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectBorrower, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to an existing LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, the obligations if a court of the Borrowers hereunder shall be subject to the limitation competent jurisdiction determines in a final order that payments any rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for "), then so long as the Maximum Lawful Rate would be so exceeded, such periodrate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the such interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until such rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrower or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Telex Communications International LTD)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d), each Loan shall bear interest Agent on the aggregate outstanding principal amount thereof from of the date when Loans, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginIndex Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum. Each determination The Applicable Index Margin and the Applicable LIBOR Margin are as follows: Applicable Index Margin 5.00 % Applicable LIBOR Margin 6.00 % (b) Solely for purposes of an the payment of interest rate by and not in connection with the Administrative Agent calculation of Financial Covenants or otherwise, if any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsedyear, except that that, with respect to Index Rate Loans the rate of interest computed by reference to on which is calculated on the Base Rate basis of the Index Rate, the interest thereon shall be computed calculated on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists 365- (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate366-, as the case may be) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees, absent manifest error. (d) So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Requisite Lenders elect to impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the Required Lendersexpiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. Any Loan to be made or continued as, or converted into, an Index Rate Loan must be in a minimum amount of $100,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy, overnight courier or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penaltyConversion/Continuation”) in the form of Exhibit 1.5(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Credit Agreement (Northland Cable Properties Seven Limited Partnership)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 3.50 % Applicable Revolver LIBOR Margin 4.50 % Applicable L/C Margin 4.50 % Applicable Unused Line Fee Margin 1.00 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsed, (except that Loans that bear interest computed by reference to based on the Base Index Rate shall be computed calculated on the basis of a 365-day year (366 year), in each case for the actual number of days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall accrue during each period during which interest or be presumptive evidence of the correctness of such Fees are computed from (rates and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems is continuing under Section 8.1(a) or so long as any other Event of Default has occurred and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date is continuing and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, and without further notice, motion or application to, hearing before, or order from the Bankruptcy Court, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Required LendersSwing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penaltyConversion/Continuation”) in the form of Exhibit 1.5(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Credit Agreement (Caraustar Industries Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 6.00% Applicable Revolver LIBOR Margin 6.00% Applicable L/C Margin 6.00% Applicable Unused Line Fee Margin 1.00% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsed, (except that Loans that bear interest computed by reference to based on the Base Index Rate shall be computed calculated on the basis of a 365-day year (366 year), in each case for the actual number of days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall accrue during each period during which interest or be presumptive evidence of the correctness of such Fees are computed from (rates and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance an Event of Default has occurred and is continuing under Section 8.1(a) with the Fundamental Documents respect to any payment of principal or interest, or so long as any other Event of Default has occurred and the Administrative Agent’s loan systems is continuing and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event upon the written request of Default under Section 7(b)Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the fullest extent permitted by Applicable Law) on applicable law, the interest rates applicable to the Loans and the Letter of Credit Fees shall increase, from and after be increased by two percentage points (2.00%) per annum above the date rates of occurrence interest or the rate of such Event of Default, Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived (or such notice is rescinded) and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreementupon demand. (e) Borrower hereby promises Representative shall have the option to pay (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the Administrative Agentexpiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each Principal Payment Date until LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the Loans date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Any election to convert any LIBOR Loan or portion thereof into an Index Rate Loan must be made by noon (New York time) on the day of the proposed conversion. Borrower Representative must make all such elections by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.5(e). (f) Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Interest Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or intentionally omitted by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Interest Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Interest Charges that would have been paid payable in full, the unpaid principal balance respect of such Loan but were not payable as a result of the Loans in quarterly installments equal to 2.5% operation of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans Section shall be due cumulated and the interest and Interest Charges payable on the Maturity Date (if not earlier paid) and to such Lender in respect of other Loans or periods shall be in an amount sufficient increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to pay in full the entire unpaid principal amount date of the Loansrepayment, shall have been received by such Lender.

Appears in 1 contract

Sources: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Milacron Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in arrears on each applicable Interest Payment Date at the Index Rate plus 2.50% per annum. (b) and 2.4(d), each Loan shall bear interest If any payment on the outstanding principal amount Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof from will be extended to the date when made at a rate per annum equal next succeeding Business Day and, with respect to Adjusted Term SOFR or the Base Ratepayments of principal, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest an interest rate and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)presumed conclusive, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent demonstrable error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Revolving Loan shall be increased by two percentage points (2%) per annum above the rates of interest otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay d), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(e), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.10 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Credit Store Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances which are designated as Index Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.00% Applicable Revolver LIBOR Margin 2.00% Applicable L/C Margin 2.00% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement (other than on Loans which are designated as Index Rate Loans) shall be made by Agent on the basis of a 360-day year year, and actual days elapsed, except that in the case of Loans which are designated as Index Rate Loans all computations of interest computed by reference to the Base Rate shall be computed made by Agent on the basis of a 365365/366-day year (366 year, in each case for the actual number of days occurring in the case period for which such Fees and interest are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of a leap year) and actual days elapsed. Interest an interest rate and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)presumptive evidence, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue, in the case of an Event of Default that has occurred and is continuing under Section 6.1(a), (f) or (g), from the initial date of such Event of Default until that Event of Default is cured or waived and in the case of any other Event of Default, from the date Agent provides written notice to Borrower of the election of the Default Rate until that Event of Default is cured or waived, and in each case shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date sate forth herein for such Obligation. (e) Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by Applicable Law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrower or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (RathGibson Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances and 2.4(d)the Term Loan, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Index Margin per annum or, at the election of an Borrower, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Index Margin per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsed(or, except that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of interest on Index Rate Loans, a leap 365 or 366 day year) and , as applicable), in each case for the actual number of days elapsed. Interest occurring in the period for which such interest and Fees shall accrue during are payable. The Index Rate is a floating rate determined for each period during which day. Each determination by Agent of an interest or such rate and Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) final, binding and conclusive on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)Borrower, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing, the interest rates applicable to the Loans shall be increased by two percentage points (2%) per annum above the rates of interest otherwise applicable hereunder (“Loan Default Rate”), and all outstanding Loans shall bear interest at the Loan Default Rate applicable to such Loans. Interest at the Loan Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. Any other amounts payable hereunder (other than the Loans) or the other Loan Documents that are not paid when due shall bear interest, from the date when due until paid in full, at a rate per annum equal to the Index Rate plus the Applicable Index Margin plus two percentage points (2%). (e) So long as no Event of Default has occurred and is continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice or Electronic Transmission (a “Notice of Conversion/Continuation”) in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Otelco Inc.)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest ------------------------------- to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the Loans being made by each Lender, in arrears on each applicable Interest Payment Date at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin. Each determination The Applicable Revolver Index Margin, Applicable Revolver LIBOR Margin, the Applicable Standby L/C Margin and the Applicable Trade L/C Margin will be 0.75%, 2.00%, 2.00% and 1.75% per annum, respectively, as of an the Closing Date. (b) If any payment on any Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which an interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest rate hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)conclusive, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as any Event of Default shall have occurred and be continuing, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and ------------ all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that ----------- any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.12(b) if such conversion is --------------- made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Revolving Loan shall commence on the last day of the LIBOR Period of the Revolving Loan to be continued. Any Revolving Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to (A) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (C) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been ----------- satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). No --------------------------------- -------------- Loan may be made as or converted into a LIBOR Loan until sixty (60) days after the Closing Date unless Borrowers shall pay any loss (including losses resulting from a lower Rate being applicable to such reemployed funds) or expense arising from the reemployment of the funds obtained by them or from fees payable to terminate deposits from which such funds were obtained each time an assignment is made to a Lender pursuant to Section 9.1 hereof during such sixty (60) day ----------- period. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section ------- 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum ------------------- Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, provided that if at any time thereafter the -------- rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraphSection 1.5(f) the -------------- interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay above, unless --------------- --- and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this Section 1.5(f) shall again apply. In no event shall the total -------------- interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent -------------- jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.9 and thereafter shall refund any excess to 2.5% Borrowers or as a ----------- court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Post Petition Loan and Guaranty Agreement (Montgomery Ward Holding Corp)

Interest and Applicable Margins. a. Borrowers shall pay (ai) Subject to Sections 2.4(c) and 2.4(d)Revolving Credit Agent, for the ratable benefit of Revolving Lenders, in arrears on each Loan shall bear applicable Interest Payment Date, interest on the aggregate Revolving Credit Advances outstanding principal amount thereof from time to time at the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Revolver Index Margin or, at the election of Borrower Representative as hereinafter set forth, at the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin. Each determination ; and (ii) Agent, for the benefit of an the Term Lenders ratably in proportion to each such Term Lender's Term Loan Commitment, in arrears on each applicable Interest Payment Date, interest on the Term Loan, at the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin; provided, however, that in no event shall the rate by of interest payable on the Administrative Agent Term Loan be lower than the Applicable Term Loan Floor. b. If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. c. All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent, or Revolving Credit Agent, as applicable, on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsedFees are payable (including the first day, except that interest computed by reference to but excluding the Base last day). The Index Rate shall be computed determined each day based upon the Index Rate as in effect each day. Each determination by Agent, or Revolving Credit Agent, as applicable, of any interest rate and Fees hereunder shall be conclusive, absent demonstrable error. d. So long as an Event of Default shall have occurred and be continuing, the interest rates applicable to the Loans, the Master Lease and the Letter of Credit Fees shall be increased to the Default Rate and interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived in writing and shall be payable upon demand. e. So long as no Event of Default shall have occurred and be continuing, and subject to the conditions precedent set forth in this Section 1.4(e), Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding balance of the Revolving Credit Advances from an Index Rate Loan to a LIBOR Loan, (iii) convert at any time all or any part of the outstanding balance of the Revolving Credit Advances from a LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.12(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of the Revolving Credit Advances as a LIBOR Loan upon the expiration of any applicable LIBOR Period and the succeeding LIBOR Period of that continued portion of such Revolving Credit Advances shall commence on the basis last day of the preceding LIBOR Period. Any Index Rate Loan to be made or continued as, or converted into, a 365-day year LIBOR Loan must be in a minimum amount of $1,000,000 or an integral multiple of $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (366 days New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at a rate based upon LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election, or one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any LIBOR Loan to an Index Rate Loan. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default shall have occurred and be continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. If Borrower Representative desires to make an election as set forth above, Borrower Representative must make such election to Revolving Credit Agent by telephonic notice promptly confirmed in writing, by telecopy or overnight courier, and in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest any conversion or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined continuation made by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)Borrowers, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, written confirmation must be made pursuant to a rate per annum which is determined by adding 2.0% per annum to written notice (a "Notice of Conversion/Continuation") in the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”form of Exhibit 1.4(e). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein f. Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Term Lenders or received by Revolving Credit Agent on behalf of Revolving Lenders, as applicable, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (ed) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative terms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent or Revolving Credit Agent, on each Principal Payment Date until as applicable shall, to the Loans have been paid extent permitted by applicable law, promptly apply such excess in full, the unpaid principal balance order specified in Section 1.10 and thereafter shall refund any excess to Borrowers or as a court of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Precision Partners Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Revolver Index Margin per annum or, at any time on or after the Syndication Date and at the election of an Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. (b) If any payment of any of the Obligations becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except interest are payable. The Index Rate is a floating rate that interest computed by reference to the Base Rate shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment the first Business Day immediately prior to the Closing Date for calculation of interest in the month in which the Closing Date occurs, and (ii) thereafter on the date last Business Day of each payment or prepayment of Loans. The Administrative Agent may estimate the amount calendar month for calculation of interest for the following month; provided, that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence Syndication Date, the Index rate shall be determined by Agent for each day, and each change in any interest rate provided for in the Agreement based upon the Index Rate shall take effect at the time of such Event change in the Index Rate. Each determination by Agent of Default, to a an interest rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest and Fees hereunder shall be payable final, binding and conclusive on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty(absent manifest error). (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), 8.1(h) or 8.1(i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the contrary notwithstanding, Loans and the obligations Letter of the Borrowers hereunder Credit Fees shall be subject to increased by 2% per annum above the limitation that payments rates of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable such Fees otherwise applicable hereunder is less than (the Maximum Lawful "Default Rate"), Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.all outstanding Obligations shall

Appears in 1 contract

Sources: Credit Agreement (Uti Worldwide Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the A/R Revolving Credit Advances (and 2.4(dany other Revolving Credit Advances other than Inventory Revolving Credit Advances), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginA/R Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable A/R Revolver LIBOR Margin per annum; and (ii) with respect to the Inventory Revolving Credit Advances, the Index Rate plus the Applicable Inventory Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Inventory Revolver LIBOR Margin per annum. Each determination The Applicable Margins are as set forth in the Closing Side Letter. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsed(or, except that in the case of interest computed by reference to the Base on any Index Rate shall be computed Loan, on the basis of a 365365/366-day year (366 year), in each case for the actual number of days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall accrue during each period during which interest or be presumptive evidence of the correctness of such Fees are computed from (rates and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the Required Lendersexpiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penaltyConversion/Continuation”) in the form of Exhibit 1.5(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Credit Agreement (Gateway Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Margin. Each determination Revolver Index Margin per annum or, at the election of an Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loans, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees an interest rate hereunder shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofbe conclusive, absent manifest error. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (cd) At the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, and so long as any Default or the Required Lenders while any Event of Default exists shall have occurred and be continuing, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or automatically while any the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the date of such notice until such Default or Event of Default under Section 7(b)is cured or waived, 7(c)or the Agent (upon written authorization therefor from the Requisite Lenders) notifies Borrower that the Default Rate no longer applies, 7(hand shall be payable upon demand. (e) So long as no Default or 7(i) exists)Event of Default shall have occurred and be continuing, interest (after as well as before entry of judgment thereon and subject to the extent permitted additional conditions precedent set forth in Section 2.4, Borrower shall have the option to (i) request that any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by Applicable Law11:00 a.m. (Chicago time) on the Loans shall increase, from and after third (3rd) Business Day prior to (1) the date of occurrence any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of such Event of Defaulteach LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a rate per annum which LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is determined received with respect to a LIBOR Loan by adding 2.0% per annum 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand end of the Administrative Agent LIBOR Period with respect thereto (or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult if a Default or impracticable to determine Lenders’ actual damages resulting from any an Event of Default shall have occurred and be continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.4 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a "Notice of those damages and does not constitute a penaltyConversion/Continuation") in the form of Exhibit 1.5(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Code Alarm Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances which are designated as Base Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Rate plus the Applicable Margin. Each determination Margin per annum for Base Rate Loans, (ii) with respect to Revolving Credit Advances which are designated as SOFR Loans, Term SOFR applicable thereto plus the Applicable Margin per annum for SOFR Loans, (iii) with respect to such portion of an interest rate by the Administrative Agent shall be conclusive and binding on Term Loan designated as a Base Rate Loan, the Borrowers and Base Rate plus the Lenders in Applicable Margin per annum for Base Rate Loans, (iv) with respect to such portion of the absence Term Loan designated as a SOFR Loan, Term SOFR applicable thereto plus the Applicable Margin per annum for SOFR Loans, (v) with respect to such portion of manifest error. the Delayed Draw Term Loan designated as a Base Rate Loan, the Base Rate plus the Applicable Margin per annum for Base Rate Loans, (vi) with respect to such portion of the Delayed Draw Term Loan designated as a 9 [[7932149]] (b) [Reserved]. (c) All computations of Fees calculated on a per annum basis (other than Agent’s fee and certain other fees, in each case, set forth in the Fee Letter, which shall be paid in accordance with the terms thereof) and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred sixty (360-) day year year, (or, solely for purposes of computing interest with respect to Base Rate Loans, a three hundred sixty five/three hundred sixty six (365/366) day year) in each case for the actual number of days occurring in the period for which such Fees and actual days elapsedinterest are payable. The Base Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, except that interest computed by reference binding and conclusive on the parties hereto, absent demonstrable error. In connection with the use or administration of Term SOFR, Agent will have the right, in consultation with Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the Base Rate shall be computed on contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify Borrower and the basis Lenders of a 365-day year (366 days the effectiveness of any Conforming Changes in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance connection with the Fundamental Documents use or administration of Term SOFR. (d) Automatically upon and during the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date continuance of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any an Event of Default exists (or automatically while any Event of Default arising under Section 7(b6.1(a), 7(c6.1(f) or 6.1(g), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon the Applicable Margin applicable to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate be increased by two percentage points (2%) per annum which is determined by adding 2.0% per annum to above the Applicable Margin then in effect for such Loans rates of interest otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rateaggregate increased interest rate, as the case may be) (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations; provided, Obligations that do not otherwise accrue interest, but for the implementation of the Default Rate, shall bear interest at the Default Rate applicable to the Revolving Loans that are Base Rate Loans. All Interest at the Default Rate shall accrue from the initial date the Default Rate is imposed hereunder (which, for the avoidance of doubt, is the date such interest Event of Default first occurred) until the Event of Default resulting in the imposition of the Default Rate is cured or waived in writing in accordance with the terms hereof and shall be payable upon demand, but in any event, shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything next regularly scheduled payment date set forth herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit AgreementObligation. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Appears in 1 contract

Sources: Credit Agreement (White Mountains Insurance Group LTD)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Term Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.50% Applicable Revolver LIBOR Margin 2.75% Applicable Term Loan Index Margin 5.25% Applicable L/C Margin 2.75% Applicable Unused Line Fee Margin 0.35% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectBorrower, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Unless a Default or Event of Default shall have occurred and be continuing, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan and the Term Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan and the Term Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of such amount. Any such election must be made by 12:00 noon (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) 45 days after the Closing Date or (ii) completion of primary syndication as determined by Agent. No portion of the Term Loan shall be made as or converted into a LIBOR Loan at any time. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of competent jurisdiction may otherwise order. Notwithstanding anything in the foregoing to the contrary but not in any way limiting the effect of the aggregate principal amount foregoing, approval of Loans issued under this Credit Agreement; provided that Agreement by the last installment of principal Bankruptcy Court shall constitute approval of the Loans shall be due rates of interest and other amounts payable on the Maturity Date (if not earlier paid) hereunder and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loansa ruling that they are exempt from any otherwise applicable limitation.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (Ames Department Stores Inc)

Interest and Applicable Margins. (a) Subject Great Lakes shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d), each Loan shall bear interest on with respect to Revolving Loans the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, LIBOR Rate plus the Applicable Margin. Each determination Revolver LIBOR Margin per annum, and (ii) with respect to the Term Loan, the LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of an principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Administrative Agent on the basis of a 360-360 day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. Each determination by reference to the Base Rate Administrative Agent of an interest rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectGreat Lakes, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing, the interest rates applicable to the Loans shall be increased by two percentage points (2%) per annum above the rates of interest otherwise applicable hereunder (“Default Rate”) at the election of either Agent, (or upon the written request of Requisite Lenders), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Great Lakes shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraphclause) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay d), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this clause shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this clause, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(e), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(g) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Great Lakes or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Great Lakes Aviation LTD)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Revolver Index Margin and Applicable Revolver LIBOR Margin will be six tenths of an one percent (0.60%) and three percent (3.00%) per annum, respectively. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest an interest rate and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)conclusive, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default shall have occurred and be continuing under Section 8.1(a), (h) or (i), or so long as any other Default or Event of Default shall have occurred and be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans shall be increased by two percent (2%) per annum above the rates of interest otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.4(e). No Loan may be made as or converted into a LIBOR Loan until fifteen (15) days after the Closing Date. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.9 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (United Shipping & Technology Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrowers, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 0.50% Applicable Revolver LIBOR Margin 2.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(h) or (i) or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrowers, the interest rates applicable to the contrary notwithstanding, Loans and the obligations Letter of the Borrowers hereunder Credit Fees shall be subject to increased by two percentage points (2%) per annum above the limitation that payments rates of interest shall not be required, for any period for which interest is computed hereunder, to or the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such LenderFees otherwise applicable hereunder ("Default Rate"), and in such event Borrowers all outstanding Obligations shall pay such Lender bear interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue Default Rate applicable to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.such

Appears in 1 contract

Sources: Credit Agreement (Odyssey Healthcare Inc)

Interest and Applicable Margins. (a) Subject to Sections 2.4(cthe terms and conditions of this Agreement, advances under the Revolving Loan may be divided into Base Rate Loans or LIBOR Rate Loans, or a combination thereof, selected by the Borrower Representative in accordance with subsections 2.5(e) and 2.4(d2.5(f), each ; provided that the Revolving Loan shall bear not have more than three (3) Interest Periods outstanding at any one time. So long as no Event of Default has occurred and is continuing, the Borrower shall pay to the Agent, for the benefit of the Lenders, interest on the outstanding principal amount thereof from balance of the date when made Revolving Loan at a rate per annum equal to Adjusted Term SOFR the Base Rate or the Base LIBOR Rate, as the case may beapplicable, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent in accordance with Section 2.16. (b) Interest and all fees (other than prepayment fees) shall be conclusive and binding computed (on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made a daily basis) on the basis of a 360-day year and for the actual days elapsed, except that interest computed by reference to the Base Rate shall be computed on the basis number of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which In computing interest on the Revolving Loan, the date of funding an advance under the Revolving Loan or such Fees are computed from (and including) the first day thereof of an Interest Period applicable to (but excluding) an advance under the last day thereof. (b) All as determined by Revolving Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the Administrative Agent in accordance with the Fundamental Documents date of conversion of such LIBOR Rate Loan to such Base Rate Loan, shall be included and the Administrative Agent’s loan systems and procedures periodically in effectdate of payment of the Revolving Loan or the expiration date of an Interest Period applicable to the Revolving Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, shall be excluded; provided that if an advance under the Revolving Loan is repaid on the same day on which it is made, one day's interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loanssuch advance. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due Each determination by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Datean interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (c) At So long as an Event of Default shall have occurred and be continuing, the election Borrowers shall pay to the Lenders interest from the date of such Event of Default to and including the date of cure of such Event of Default on the Obligations at the Default Rate applicable to such Obligations; provided that in the case of LIBOR Rate Loans, upon the expiration of the Administrative Agent or Interest Period in effect at the Required Lenders while time any Event of Default exists shall have occurred and be continuing, such LIBOR Rate Loans shall automatically become Base Rate Loans and thereafter bear interest at the Default Rate applicable to Base Rate Loans. (i) Interest shall be due at the Base Rate, the LIBOR Rate or automatically while any Event of the Default under Section 7(b)Rate, 7(c)as provided herein, 7(h) or 7(i) exists), interest (after as well as before entry demand, default and judgment notwithstanding any judgment rate of judgment thereon interest provided for in any statute. If any interest payment or other charge or fee payable hereunder exceeds the maximum amount then permitted by applicable law, then to the extent permitted by Applicable Law) on the Loans shall increase, from law and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting subparagraph (ii) of this subsection 2.5(d), the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall be obligated to pay such Lender interest at the highest rate maximum amount then permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter applicable law and the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay the maximum amount from time to time permitted by applicable law until all such interest payments and other charges and fees otherwise due hereunder at (in the Maximum Lawful Rate until absence of such time as the total interest received restraint imposed by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraphapplicable law) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full. (ii) It is the intention of the Agent, the unpaid principal balance Lenders and the Borrowers to comply with the laws of the Loans State of Illinois, and notwithstanding any provision to the contrary contained herein or in quarterly installments equal the other Financing Agreements, the Borrowers shall not be required to 2.5% pay and the Lenders shall not be permitted to collect any amount in excess of the aggregate principal maximum amount of Loans issued under interest permitted by law ("Excess Interest"). If any Excess Interest is provided for or determined to have been provided for by a court of competent jurisdiction in this Credit Agreement; provided that the last installment of principal Agreement or in any of the Loans other Financing Agreements, then in such event: (A) the provisions of this subsection 2.5(d)(ii) shall be due govern and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.control;

Appears in 1 contract

Sources: Loan and Security Agreement (Lois/Usa Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the L/C Loan, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, applicable LIBOR Rate plus the Applicable MarginL/C LIBOR Margin per annum, or at the election of Borrower to convert all LIBOR Loans to Index Rate Loans pursuant to Section 1.16(c) of this Agreement, the Index Rate plus the Applicable L/C Index Margin per annum; and (ii) with respect to the Term Loans, the LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum, or at the election of Borrower to convert all LIBOR Loans to Index Rate Loans pursuant to Section 1.16(c) of this Agreement, the Index Rate plus the Applicable Term Loan Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable L/C LIBOR Margin 2.75 % Applicable L/C Index Margin 1.50 % Applicable Term Loan LIBOR Margin 2.75 % Applicable Term Loan Index Margin 1.50 % Applicable Unused Line Fee Margin 0.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of an principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest computed by reference to the Base Rate rates and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date ), or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyupon demand. (d) Anything herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Appears in 1 contract

Sources: Credit Agreement (Comverge, Inc.)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances which are designated as Base Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Rate plus the Applicable Margin. Each determination Margin per annum for Base Rate Loans, (ii) with respect to Revolving Credit Advances which are designated as SOFR Loans, Term SOFR applicable thereto plus the Applicable Margin per annum for SOFR Loans, (iii) with respect to such portion of an interest rate by the Administrative Agent shall be conclusive and binding on Term Loan designated as a Base Rate Loan, the Borrowers and Base Rate plus the Lenders in Applicable Margin per annum for Base Rate Loans, (iv) with respect to such portion of the absence Term Loan designated as a SOFR Loan, Term SOFR applicable thereto plus the Applicable Margin per annum for SOFR Loans, (v) with respect to such portion of manifest error. the Delayed Draw Term Loan designated as a Base Rate Loan, the Base Rate plus the Applicable Margin per annum for Base Rate Loans, (vi) with respect to such portion of the Delayed Draw Term Loan designated as a 9 [[6937528]] (b) [Reserved]. (c) All computations of Fees calculated on a per annum basis (other than Agent’s fee and certain other fees, in each case, set forth in the Fee Letter, which shall be paid in accordance with the terms thereof) and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred sixty (360-) day year year, (or, solely for purposes of computing interest with respect to Base Rate Loans, a three hundred sixty five/three hundred sixty six (365/366) day year) in each case for the actual number of days occurring in the period for which such Fees and actual days elapsedinterest are payable. The Base Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be final, except that interest computed by reference binding and conclusive on the parties hereto, absent demonstrable error. In connection with the use or administration of Term SOFR, Agent will have the right, in consultation with Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the Base Rate shall be computed on contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Agent will promptly notify Borrower and the basis Lenders of a 365-day year (366 days the effectiveness of any Conforming Changes in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance connection with the Fundamental Documents use or administration of Term SOFR. (d) Automatically upon and during the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date continuance of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any an Event of Default exists (or automatically while any Event of Default arising under Section 7(b6.1(a), 7(c6.1(f) or 6.1(g), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon the Applicable Margin applicable to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate be increased by two percentage points (2%) per annum which is determined by adding 2.0% per annum to above the Applicable Margin then in effect for such Loans rates of interest otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rateaggregate increased interest rate, as the case may be) (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations; provided, Obligations that do not otherwise accrue interest, but for the implementation of the Default Rate, shall bear interest at the Default Rate applicable to the Revolving Loans that are Base Rate Loans. All Interest at the Default Rate shall accrue from the initial date the Default Rate is imposed hereunder (which, for the avoidance of doubt, is the date such interest Event of Default first occurred) until the Event of Default resulting in the imposition of the Default Rate is cured or waived in writing in accordance with the terms hereof and shall be payable upon demand, but in any event, shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything next regularly scheduled payment date set forth herein to the contrary notwithstanding, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit AgreementObligation. (e) Borrower hereby promises to pay to the Administrative Agent, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.

Appears in 1 contract

Sources: Credit Agreement (White Mountains Insurance Group LTD)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the Term Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or of the Base Rate, as the case may be, Rate plus the Applicable MarginTerm Loan Base Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. Each determination of an interest rate by The Applicable Term Loan Base Margin and the Administrative Agent Applicable Term Loan LIBOR Margin shall be conclusive and binding as follows: Applicable Term Loan Base Margin 5.25 % Applicable Term Loan LIBOR Margin 6.25 % (b) If any payment on the Borrowers Term Loans becomes due and payable on a day other than a Business Day, the Lenders maturity thereof will be extended to the next succeeding Business Day (except as set forth in the absence definition of manifest error. LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsedFees are payable, except that interest computed by reference with respect to the Base Rate Loans based on the prime or base commercial lending rate the interest thereon shall be computed calculated on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists 365- (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate366-, as the case may be) day year for the actual days elapsed. The Base Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees. (d) So long as an Event of Default has occurred and is continuing under Sections 9.1 (a), (k), or (l) or any Event of Default under Section 9.1(b) solely with respect to Section 7.10, the interest rates applicable to the Term Loans shall automatically be increased by two percentage points (2.00%) per annum above the rates of interest otherwise applicable hereunder unless Agent and Requisite Lenders elect to waive such increase or impose a smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default and for so long as such Event of Default is continuing and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 3.2, Borrower shall have the option to (i) convert at any time all or any part of outstanding Term Loans from Base Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to a Base Rate Loan and subject to payment of LIBOR breakage costs in accordance with Section 2.11(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iii) continue all or any portion of the Required Lenders. Each Borrower acknowledges Term Loans as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that it would continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be extremely difficult continued; provided, however, that no Term Loan shall be converted to, or impracticable to determine Lenders’ actual damages resulting from continued at the end of the LIBOR Period applicable thereto as a LIBOR Loan for a LIBOR Period of longer than one (1) month if any Event of Default has occurred and is continuing. Any Term Loans having the aforementioned increase same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Base Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the interest rate being charged hereunder end of the LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 3.2 shall not have been satisfied), that LIBOR Loan shall be converted to a reasonable estimate LIBOR Loan with a LIBOR Period of those damages and does not constitute one (1) month at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a penaltywritten notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.5(e). (df) Anything herein to the contrary notwithstanding, the obligations of the Borrowers Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law law applicable to such Lender limiting the highest rate of interest that which may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers Borrower shall pay such Lender interest at the highest rate permitted by Applicable Law applicable law (the “Maximum Lawful Rate”) for such period); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 2.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 2.9 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Visteon Corp)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from following rates: the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 0.50 % Applicable Revolver LIBOR Margin 2.75 % Applicable L/C Margin 2.75 % Applicable Unused Line Fee Margin 0.25 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest computed by reference to the Base Rate rates and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Sections 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date ), or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the Required Lendersexpiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12:00 noon (New York time) on the Third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the Third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penaltyConversion/Continuation”) in the form of Exhibit 1.5(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Drugmax Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay to Sections 2.4(c) and 2.4(d)Agent, each Loan shall bear for the ratable benefit of Lenders, interest on the outstanding principal amount thereof from the date when made Advances, which shall be payable in arrears on each applicable Interest Payment Date, at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Advances outstanding from time to time. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 0.75 % Applicable Revolver LIBOR Margin 2.25 % Applicable L/C Margin 2.25 % Applicable Unused Line Fee Margin 0.50 % (b) If any payment on the Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofBorrowers, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Section 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date or so long as any other Default or Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Revolving Loan and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans Fees otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of the Administrative Agent outstanding Revolving Loan from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.12(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of the Required LendersRevolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of the continued portion of the Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Advance or Advances having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute Conversion/Continuation”) in the form of Exhibit 1.5(e). No Loan may be made as or converted into a penaltyLIBOR Loan until 3 days after the Closing Date. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.10 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Carlisle Holdings LTD)

Interest and Applicable Margins. (a) Subject If Debtor fails to Sections 2.4(c) and 2.4(d)pay any Reimbursement Obligation upon demand, each Loan Debtor shall bear be obligated hereunder to pay interest to Creditor on the outstanding principal amount thereof such Reimbursement Obligation from the date when made it became due until the date of payment thereof at a rate per annum equal to Adjusted Term SOFR or the Base RateIndex Rate plus 2.50%. (b) If any payment on any of the Obligations becomes due and payable on a day other than a Business Day, as the case may bedue date thereof will be extended to the next succeeding Business Day and, plus the Applicable Margin. Each determination with respect to payments of an any Reimbursement Obligation interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Creditor on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Creditor of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which an interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest rate hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)conclusive, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default under Sections 8.1(a), (h) or (i) shall have occurred and be continuing or so long as any other Default or Event of Default shall have occurred and be continuing, and at the election of Creditor after written notice from Creditor to Debtor, the interest rates applicable to the Reimbursement Obligations and the Letter of Credit Fees may be increased by Creditor by up to two percent (2%) per annum above the rate of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Debtor shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, Creditor is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (ed) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by Creditor pursuant to the Administrative Agentterms hereof exceed the amount which Creditor could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(e), a court of competent jurisdiction shall finally determine that Creditor has received interest hereunder in excess of the Loans Maximum Lawful Rate, Creditor shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.7 and thereafter shall refund any excess to 2.5% Debtor or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Letter of Credit Agreement (Labor Ready Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Revolving Credit Advances and Swing Line Loans being made by each Lender, and in respect of all unreimbursed Letters of Credit Obligations, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances and 2.4(dunreimbursed Letter of Credit Obligations and all other Obligations (other than LIBOR Loans and Swing Line Loans), each Loan shall bear interest the Index Rate PLUS the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate PLUS the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding principal from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate PLUS the Applicable Revolver Index Margin per annum, based on the aggregate amount thereof of the Swing Line Loan outstanding from the date when made at time to time. The Applicable Margins, on a rate per annum equal basis, are as follows: APPLICABLE MARGIN AMOUNT ----------------- ------ Applicable Revolver Index Margin 1.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to Adjusted Term SOFR or the Base Ratenext succeeding Business Day (except as set forth in the definition of LIBOR Period) and, as the case may bewith respect to payments of principal, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing, and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("DEFAULT RATE"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) So long as no Event of Default has occurred and is continuing, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by noon (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the applicable Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be lawfully contracted forso exceeded, charged or received by such Lender, and in such event Borrowers the rate of interest payable hereunder shall pay such Lender interest at be equal to the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; providedPROVIDED, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until the Loans have been paid in full, the unpaid principal balance of the Loans in quarterly installments such interest shall be calculated at a daily rate equal to 2.5% the Maximum Lawful Rate divided by the number of days in the aggregate principal amount year in which such calculation is made. If, notwithstanding the provisions of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loans.this

Appears in 1 contract

Sources: Credit Agreement (H&e Finance Corp)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 6.00% Applicable Revolver LIBOR Margin 6.00% Applicable L/C Margin 6.00% Applicable Unused Line Fee Margin 1.00% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsed, (except that Loans that bear interest computed by reference to based on the Base Index Rate shall be computed calculated on the basis of a 365-day year (366 year), in each case for the actual number of days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall accrue during each period during which interest or be presumptive evidence of the correctness of such Fees are computed from (rates and including) the first day thereof to (but excluding) the last day thereofFees. (bd) All So long as determined by the Administrative Agent in accordance an Event of Default has occurred and is continuing under Section 8.1(a) with the Fundamental Documents respect to any payment of principal or interest, or so long as any other Event of Default has occurred and the Administrative Agent’s loan systems is continuing and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event upon the written request of Default under Section 7(b)Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the fullest extent permitted by Applicable Law) on applicable law, the interest rates applicable to the Loans and the Letter of Credit Fees shall increase, from and after be increased by two percentage points (2.00%) per annum above the date rates of occurrence interest or the rate of such Event of Default, Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived (or such notice is rescinded) and shall be payable on demand upon demand. LEGAL_US_E # 82813718.8 (e) Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Required LendersSwing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the aforementioned increase end of its LIBOR Period. Any election to convert any LIBOR Loan or portion thereof into an Index Rate Loan must be made by noon (New York time) on the interest rate being charged hereunder is day of the proposed conversion. Borrower Representative must make all such elections by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penaltyConversion/Continuation”) substantially in the form of Exhibit 1.5(e). (df) Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, the obligations of the Borrowers hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Interest Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or intentionally omitted by the Lender holding such Loan in accordance with applicable law, the rate of interest payable hereunder is less than in respect of such Loan hereunder, together with all Interest Charges payable in respect thereof, shall be limited to the Maximum Lawful RateRate and, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total extent lawful, the interest and Interest Charges that would have been received had the interest payable hereunder been (in respect of such Loan but for were not payable as a result of the operation of this paragraph) Section shall be cumulated and the interest rate and Interest Charges payable since to such Lender in respect of other Loans or periods shall be increased (but not above the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (eMaximum Rate therefor) Borrower hereby promises to pay until such cumulated amount, together with interest thereon at the Federal Funds Rate to the Administrative Agentdate of repayment, on each Principal Payment Date until the Loans shall have been paid in full, the unpaid principal balance of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loansreceived by such Lender.

Appears in 1 contract

Sources: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Milacron Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: the Index Rate, PLUS two and one-half percent (2.5%) per annum or, at the election of Borrower Representative, the applicable LIBOR Rate, PLUS three and 2.4(d)one-half percent (3.5%) per annum, in each Loan shall bear interest case, based on the aggregate Revolving Credit Advances outstanding principal amount from time to time. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof from will be extended to the date when made at a rate per annum equal next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to Adjusted Term SOFR or the Base Ratepayments of principal, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under SECTION 8.1(a), (h) OR (i) or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("DEFAULT RATE"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived in writing and shall be payable upon demand. (e) Subject to the conditions precedent set forth in SECTION 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with SECTION 1.13(b), if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $250,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in SECTION 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of EXHIBIT 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this SECTION 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be lawfully contracted forso exceeded, charged or received by such Lender, and in such event Borrowers the rate of interest payable hereunder shall pay such Lender interest at be equal to the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; providedPROVIDED, HOWEVER, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in SECTIONS 1.5(a) THROUGH (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this SECTION 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in SECTION 1.11 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Radio Unica Corp)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Revolving Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from following rates: with respect to the date when made at a rate per annum equal to Adjusted Term SOFR or Revolving Credit Advances, the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 2.50 % Applicable Revolver LIBOR Margin 3.50 % Applicable L/C Margin 3.50 % Applicable Unused Line Fee Margin 0.75 % (b) If any payment on any Revolving Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (g) or (i) or so long as any other Event of Default has occurred and is continuing, at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Revolving Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or Requisite Lenders elect to impose a smaller increase (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) So long as no Default or Event of Default has occurred and is continuing, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans from Index Rate Loans to LIBOR Loans, or (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Revolving Loan shall commence on the first day after the last day of the LIBOR Period of the Revolving Loan to be continued. Any Revolving Loan or group of Revolving Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (A) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (B) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (C) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date date hereof as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (Mirant Corp)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Revolving Lenders in accordance with the various Revolving Loans being made by each Revolving Lender and to Term Agent, for ratable benefit of Term Lenders in accordance with the various Term Loans being made by each Term Lender, in each case arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus 1.0% per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus 3.0% per annum; and 2.4(d)(ii) with respect to the Term Loan, each the Index Rate 4.0% per annum or, at the election of Borrower, the applicable LIBOR Rate plus 5.0% per annum. In addition, all other amounts owing to the Agents and the Lenders under one or more of the Loan Documents shall bear interest on at the outstanding principal amount thereof Index Rate from the date when made at that the Borrowers receive notice that such amounts constitute an Obligation or are otherwise owing hereunder. (b) If any payment on any Loan becomes due and payable on a rate per annum equal day other than a Business Day, the maturity thereof will be extended to Adjusted Term SOFR or the Base Ratenext succeeding Business Day (except as set forth in the definition of LIBOR Period) and, as the case may bewith respect to payments of principal, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by the relevant Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by such Agents of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election presumptive evidence of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence correctness of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default rates and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyFees. (d) Anything herein So long as an Event of Default has occurred and is continuing, the interest rates applicable to the Term Loans, Revolving Loans, the Letter of Credit Fees and all other Obligations shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder (the "Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 3.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance or the Term Loan be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 2.11(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount. Any such election must be made by 12:00 noon (New York City time) on the third Business Day prior to (1) the Closing Date or the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York City time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 3.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 2.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 2.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative AgentAgents, on behalf of LendersSecured Parties, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. (eg) The basis for determining the rate of interest with respect to any Loan shall be selected by the Borrower hereby promises to pay Representative and notified to the Administrative AgentAgents and Lenders pursuant to the applicable Notice of Term Loan Borrowing or Notice of Revolving Credit Advance or Notice of Conversion/Continuation, on each Principal Payment Date as the case may be; provided, (i) the Term Loans initially shall be made as Index Rate Loans until the Loans have been paid in full, date which is five (5) Business Days following the unpaid principal balance Closing Date and (ii) until the date that the Arranger notifies the Borrowers that the primary syndication of the Loans in quarterly installments equal to 2.5% of and Revolving Loan Commitments has been completed, as determined by the aggregate principal amount of Loans issued under this Credit Agreement; provided that Arranger, the last installment of principal of the Terms Loans shall be due and payable maintained as either (1) LIBOR Loans having an interest period of no longer than one month or (2) Index Rate Loans. If on any day a Loan is outstanding with respect to which a Notice of Term Loan Borrowing or Notice of Revolving Credit Advance has not been delivered to Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for the day such Loan shall be an Index Rate Loan. In the event the Borrower Representative fails to specify between an Index Rate Loan or a LIBOR Loan in the applicable Notice of Term Loan Borrowing or Notice of Revolving Credit Advance, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an Index Rate Loan on the Maturity Date last day of the then-current interest period for such Loan (or if outstanding as an Index Rate Loan will remain as, or (if not earlier paidthen outstanding) will be made as, an Index Rate Loan). In the event the Borrower Representative fails to specify an Interest Period for LIBOR Loan in the applicable Notice of Term Loan Borrowing or Notice of Revolving Credit Advance, the Borrower Representative shall be deemed to have selected an interest period of one month. As soon as practicable after 10:00 a.m. (New York City time) on the Closing Date and the date of each Revolving Credit Advance, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Loans for which an interest rate is then being determined for the applicable interest period and shall be promptly give notice thereof (in an amount sufficient writing or by telephone confirmed in writing) to pay in full the entire unpaid principal amount of the LoansBorrowers and each Lender.

Appears in 1 contract

Sources: Credit Agreement (Coffeyville Resources, Inc.)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances which are designated as Index Rate Loans (and 2.4(dfor all other Obligations not otherwise set forth below), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 2.0% Applicable Revolver LIBOR Margin 3.5% Applicable L/C Margin 3.5% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by up to two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date set forth herein for such Obligation. (e) Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan (other than the Swing Line Loan) to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to an existing LIBOR Loan by 1:00 p.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, the obligations if a court of the Borrowers hereunder shall be subject to the limitation competent jurisdiction determines in a final order that payments any rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for "), then so long as the Maximum Lawful Rate would be so exceeded, such periodrate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the such rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the such interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, such interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until such rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrowers or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Penhall International Corp)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 3.50 % Applicable Revolver LIBOR Margin 4.50 % Applicable L/C Margin 4.50 % Applicable Unused Line Fee Margin 1.00 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year and actual days elapsed, (except that Loans that bear interest computed by reference to based on the Base Index Rate shall be computed calculated on the basis of a 365-day year (366 year), in each case for the actual number of days occurring in the case of a leap year) and actual days elapsed. Interest period for which such interest and Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest rate and Fees hereunder shall accrue during each period during which interest or be presumptive evidence of the correctness of such rates and Fees are computed from (and including) in the first day thereof to (but excluding) the last day thereofabsence of manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems and procedures periodically in effectis continuing under Sections 8.1(a), interest shall be paid in arrears (h) or (i) on each Interest Payment Date or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2.00%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder unless Agent or the Required Requisite Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon elect to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to impose a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) smaller increase (the “Default Rate”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable on demand upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the Administrative Agent LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Required LendersSwing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Each Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower acknowledges that it would be extremely difficult Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 12:00 noon (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or impracticable to determine Lenders’ actual damages resulting from any if a Default or an Event of Default has occurred and is continuing or if the aforementioned increase additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the interest rate being charged hereunder is end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a reasonable estimate written notice (a “Notice of those damages and does not constitute a penaltyConversion/Continuation”) in the form of Exhibit 1.5(e). (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agent, on each Principal Payment Date until terms hereof exceed the Loans amount that such Lender could lawfully have received had the interest due hereunder been paid in full, calculated for the unpaid principal balance of full term hereof at the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the LoansMaximum Lawful Rate.

Appears in 1 contract

Sources: Credit Agreement (Caraustar Industries Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time. The Applicable Revolver Index Margin. Each determination , Applicable Revolver LIBOR Margin and Applicable Unused Line Fee Margin will be 1.0%, 2.75%, and 0.5% per annum, respectively. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis Index Rate as in effect each day. Each determination by Agent of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest an interest rate and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest hereunder shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)conclusive, 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default shall have occurred and be continuing under Section 8.1(a), (h) or (i), or so long as any other Event of Default shall have occurred and be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans shall be increased by two percent (2%) per annum above the rates of interest otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Mim Corp)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders, in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginIndex Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Index Margin 6.00% Applicable LIBOR Margin 7.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of interest computed by reference to the Base Rate rates and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectBorrower, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate Loan, upon payment of an administrative fee of $250 and, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (1) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (2) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). No Loan may be made as or converted into a LIBOR Loan until the earlier of (i) forty-five (45) days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay . In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Black Warrior Wireline Corp)

Interest and Applicable Margins. (ai) Subject Domestic Borrowers shall -------------------------------- pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable Revolver Index Margin per annum based on the aggregate Revolving Credit Advances outstanding to Domestic Borrowers from time to time; and (ii) AEC Funding shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the applicable BA Rate plus the Applicable BA Rate Margin per annum based on the aggregate Revolving Credit Advances outstanding to AEC Funding from time to time. The Applicable Revolver Index Margin. Each determination , Applicable BA Rate Margin, Applicable L/C Margin and Applicable Unused Line Fee Margin will be 2.00%, 2.00%, 1.00%, and .25% per annum, respectively. (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of an principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a three hundred and sixty (360-) day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that interest computed by reference to the Base Fees are payable. The Index Rate shall be computed on determined each day based upon the basis of a 365-day year (366 days Index Rate as in effect each day. The BA Rate shall be determined as specified in the case definition of a leap year"BA Rate" as set forth in Annex A. Each determination by Agent of an interest rate and Fees hereunder shall be conclusive, absent manifest error. (i) If an Event of Default shall have occurred and actual days elapsedbe continuing under Section 8.1(a), (h) or (i) or (ii) if any other Event of Default shall have occurred and be continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, then the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percent (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue during each period during which interest from the initial date of such Default or such Fees are computed from (Event of Default until that Default or Event of Default is cured or waived and including) the first day thereof to (but excluding) the last day thereofshall be payable upon demand. (be) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penalty. (d) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (ed) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(e), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.10 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (American Eco Corp)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 0.25% Applicable Revolver LIBOR Margin 3.00% Applicable L/C Margin 3.00% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed final, binding and conclusive on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effectBorrower, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, the obligations if a court of the Borrowers hereunder shall be subject to the limitation competent jurisdiction determines in a final order that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, that if at any time thereafter the rate of interest payable hereunder is less than exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e), unless and until the rate of interest again exceeds the Maximum Lawful Rate, Borrowers and at that time this paragraph shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as again apply. In no event shall the total interest received by the Administrative Agent, on behalf of Lenders, is equal any Lender pursuant to the total interest terms hereof exceed the amount that would such Lender could lawfully have been received had the interest payable due hereunder been (but calculated for the operation full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this paragraph) Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. (e) Borrower hereby promises to pay Maximum Lawful Rate, Agent shall, to the Administrative Agentextent permitted by applicable law, on each Principal Payment Date until promptly apply such excess in the Loans have been paid order specified in full, the unpaid principal balance Section 1.11 and thereafter shall refund any excess to Borrower or as a court of the Loans in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Navarre Corp /Mn/)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Lenders in accordance with the Loans made by each Lender, in each case in arrears on each applicable Interest Payment Date, at the following rates (in each case subject to the terms of Section 2.1(d) and 2.4(d)(g) pertaining to the rates of interest accruing on Incremental Term Loans or Refinancing Facilities and any adjustments to the Applicable Margins as a result thereof): (i) each Eurodollar Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate, for such Interest Period plus the Applicable Margin; (ii) each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date when made at a rate per annum equal to Adjusted Term SOFR or the Alternate Base Rate, as the case may be, Rate plus the Applicable Margin. Each determination of an ; and (iii) each Swingline Loan shall bear interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Revolving Loans. (b) If any payment under the Loan Documents becomes due and payable on a day other than a Business Day, the Lenders in due date thereof will be extended to the absence next succeeding Business Day (except for interest on a Eurodollar Loan accrued during any Interest Period which, pursuant to clause (a) of manifest error. the definition of Interest Period is required to end on the Eurodollar Business Day immediately preceding the day on which, but for such clause (a), it would have ended and except for the principal portion of such Eurodollar Loan payable on such day, which will also be paid on said immediately preceding Eurodollar Business Day), and, with respect to payment of principal, interest thereon shall accrue at the then applicable rate during such extension. (c) All computations of Fees and interest payable under this Credit Agreement on the Eurodollar Loans, shall be made by Administrative Agent on the basis of a three hundred sixty (360-) day year and the actual number of days elapsed, except that occurring in the period for which such interest computed by reference to and Fees are payable. All computations of interest on the Alternate Base Rate Loans shall be computed made by Administrative Agent on the basis of a three hundred sixty-five (365-) day year (366 three hundred sixty-six (366) days in the case of a leap year) and the actual number of days elapsedoccurring in the period for which such interest is payable. Interest The Alternate Base Rate shall be determined each day based upon the Alternate Base Rate as in effect each day. Each determination by Administrative Agent of an interest rate hereunder shall be final, binding and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofconclusive, absent manifest error. (bd) All as determined Following the occurrence and during the continuance of a Specified Event of Default, if any principal of or interest on any Loan or any Fee payable by the Administrative Agent in accordance with Borrower is not paid when due (after the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date expiration of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(bapplicable grace period), 7(c)whether at stated maturity, 7(hupon acceleration or otherwise, such overdue amount (unless owed to a Defaulting Lender) or 7(i) exists)shall bear interest, interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increasejudgment, from and after the date of occurrence of such Event of Default, to at a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for (such Loans (plus Adjusted Term SOFR or the Base Raterate, as the case may be) (the “Default Rate”)) equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any such other overdue amount, 2.00% plus the rate applicable to Alternate Base Rate Loans. (e) Borrower shall have the option to (i) request that any Advances or all or any portion of the Term Loans be made as a Eurodollar Loan, (ii) convert at any time all or any part of outstanding Loans from Alternate Base Rate Loans to Eurodollar Loans, (iii) convert any Eurodollar Loan to an Alternate Base Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 2.10 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a Eurodollar Loan upon the expiration of the applicable Interest Period and the succeeding Interest Period of that continued Loan shall commence on the last day of the Interest Period of the Loan to be continued. All such interest Loans for which Borrower has not elected the LIBOR option shall be payable on demand Alternate Base Rate Loans. During the continuation of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and Default, Requisite Lenders may terminate Borrower’s right to exercise the aforementioned increase options set forth in this Section 2.5(e) by delivering written notice to the Borrower to that effect. Any Loan to be made or continued as, or converted into, a Eurodollar Loan must be in a minimum amount of $100,000 and integral multiples of $2,500 in excess of such amount. Subject to Sections 2.1(d) and (g) hereof, any such election must be made by 1:00 p.m. New York time on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest rate being charged hereunder at the Eurodollar Rate, (2) the end of each Interest Period with respect to any Eurodollar Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Alternate Base Rate Loan to a Eurodollar Loan for an Interest Period designated by Borrower in such election. If no election is received with respect to a reasonable estimate Eurodollar Loan by 1:00 p.m. New York time on the third (3rd) Business Day prior to the end of those damages and does not constitute the Interest Period with respect thereto, that Eurodollar Loan shall be continued as a penaltyEurodollar Loan with the same interest period as the prior Eurodollar Loan at the end of its Interest Period. Borrower must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.5(e). Notwithstanding the foregoing, at no time shall there be more than eight (8) Interest Periods in effect. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 2.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at the highest rate permitted by Applicable permissible under Law (the “Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Effective Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 2.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable Law, promptly apply such excess in quarterly installments equal the order specified in Section 2.8 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: First Lien Credit and Guaranty Agreement (RadNet, Inc.)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders, in accordance with the Loans being made by each Loan shall bear interest Lender, in arrears on each applicable Interest Payment Date, at the outstanding principal amount thereof from following rates: with respect to the date when made at a rate per annum equal to Adjusted Term SOFR or Revolving Credit Advances which are designated as Index Rate Loans, the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, with respect to Revolving Credit Advances which are designated as LIBOR Loans, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.00% Applicable Revolver LIBOR Margin 2.50% Applicable L/C Margin 2.50% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything So long as an Event of Default has occurred and is continuing under Section 6.1(a), (f) or (g) and without notice of any kind, or so long as any other Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fee shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fee otherwise applicable hereunder ("Default Rate") and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on the next regularly scheduled payment date sate forth herein for such Obligation. (e) Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee in accordance with Section 1.3(e) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $250,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by fax or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.2(e). No Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to make or continue any Loan as a LIBOR Loan as a result thereof. (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.2(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 1.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrowers or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Golfsmith International Holdings Inc)

Interest and Applicable Margins. (a) Subject Borrowers shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders in arrears on each Loan shall bear interest on applicable Interest Payment Date, the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginRevolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.75% Applicable Revolver LIBOR Margin 3.25% Applicable L/C Margin 3.25% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown conclusive on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltyabsent manifest error. (d) Anything herein So long as an Event of Default has occurred and is continuing under Section 8.1(a), (h) or (i) or so long as any Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower Representative, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in Section 2.2, Borrower Representative shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower Representative in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 1.5(e). (f) Notwithstanding anything to the contrary notwithstandingset forth in this Section 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“"Maximum Lawful Rate”) for such period"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 1.5(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 1.11 and thereafter shall refund any excess to 2.5% Borrowers or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Carmike Cinemas Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(c) and 2.4(d)Agent, for the ratable benefit of Lenders with respect to the Term Loan made by each Lender, in arrears on each applicable Interest Payment Date, with respect to such portion of the Term Loan shall bear interest on designated as an Index Rate Loan, the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginTerm Loan Index Margin per annum or, with respect to such portion of the Term Loan designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum. Each determination As of an the Closing Date, the Applicable Margins are as follows: Applicable Term Loan Index Margin 4.00 % Applicable Term Loan LIBOR Margin 6.00 % Applicable Unused Line Fee Margin 4.50 % On and after the Project Opening, the Applicable Margins will be as follows: Applicable Term Loan Index Margin 2.50 % Applicable Term Loan LIBOR Margin 4.50 % Applicable Unused Line Fee Margin 4.50 % (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year (366 days in the case of a leap year) such rates and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofFees, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents an Event of Default has occurred and the Administrative Agent’s loan systems is continuing under Section 8.1(a), (f) or (g) and procedures periodically in effectwithout notice of any kind, interest shall be paid in arrears (i) on each Interest Payment Date or so long as any other Event of Default has occurred and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements is continuing and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Term Loan shall be increased by two percentage points (2%) per annum above the rates of interest or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence rate of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans Fee otherwise applicable hereunder (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”), and the outstanding principal balance of the Term Loan shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Event of Default until that Event of Default is cured or waived and shall be payable upon demand, but in any event, shall be payable on demand the next regularly scheduled payment date set forth herein for such Obligation. (e) Borrower shall have the option to (i) convert at any time all or any part of the Administrative outstanding Term Loan from Index Rate Loan to LIBOR Loan, (ii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with Section 2.3(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of the Term Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued portion of the Term Loan shall commence on the first day after the last day of the LIBOR Period of the portion of the Term Loan to be continued. Any portion of the Term Loan having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $2,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by noon (New York time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax, e-mail or overnight courier (or by telephone, to be promptly confirmed in writing). In the Required Lenderscase of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.2(e). Each Borrower acknowledges that it would No Loan shall be extremely difficult made, converted into or impracticable to determine Lenders’ actual damages resulting from any continued as, a LIBOR Loan, if an Event of Default has occurred and the aforementioned increase is continuing and Agent or Requisite Lenders have determined not to the interest rate being charged hereunder is make or continue any Loan as a reasonable estimate of those damages and does not constitute LIBOR Loan as a penaltyresult thereof. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 2.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.2(a) through (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 2.2(f), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in quarterly installments equal to 2.5% of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paidSection 2.5(e) and thereafter shall be in an amount sufficient refund any excess to pay in full the entire unpaid principal amount Borrower or as such court of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Southwest Casino Corp)

Interest and Applicable Margins. Borrower shall pay interest to Agent, for the ratable benefit of Lenders with respect to the Initial Term Loan C made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (ai) Subject with respect to Sections 2.4(c) and 2.4(d)such portion of the Term Loan C designated as an Index Rate Loan, each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base Rate, as the case may be, Index Rate plus the Applicable MarginTerm Loan C Index Margin per annum and (ii) with respect to such portion of the Term Loan C designated as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan C LIBOR Margin per annum. Each determination The Applicable Margins are as follows: Applicable Term Loan C Index Margin 7.00% Applicable Term Loan C LIBOR Margin 8.50% If any payment on the Term Loan C becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest errorthen applicable rate during such extension. All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such Fees and actual days elapsed, except that interest computed are payable. The Index Rate is a floating rate determined for each day. Each determination by reference to the Base Rate Agent of an interest rate and Fees hereunder shall be computed on presumptive evidence of the basis correctness of a 365-day year such rates and Fees. So long as an Event of Default has occurred and is continuing under SECTION 7.1(A), (366 days in the case of a leap yearF) or (G) and actual days elapsed. Interest without notice of any kind, or so long as any other Event of Default has occurred and Fees shall accrue during each period during which interest or such Fees are computed from (is continuing and including) the first day thereof to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At at the election of Agent (or upon the Administrative written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Term Loan C shall be increased by two percentage points (2%) per annum above the rates of interest or the Required Lenders while any Event rate of Default exists such Fee otherwise applicable hereunder (or automatically while any Event of Default under Section 7(b"DEFAULT RATE"), 7(c), 7(h) or 7(i) exists), and the outstanding principal balance of the Term Loan C shall bear interest (after as well as before entry of judgment thereon at the Default Rate applicable to such Obligations. Interest at the extent permitted by Applicable Law) on Default Rate shall accrue from the Loans shall increase, from and after the initial date of occurrence of such Event of DefaultDefault until that Event of Default is cured or waived and shall be payable upon demand, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then but in effect for such Loans (plus Adjusted Term SOFR or the Base Rateany event, as the case may be) (the “Default Rate”). All such interest shall be payable on demand the next regularly scheduled payment date set forth herein for such Obligation. Borrower shall have the option to convert at any time all or any part of the Administrative outstanding Term Loan C Loan from Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Costs in accordance with SECTION 1.3(D) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of the Term Loan C as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Term Loan C shall commence on the first day after the last day of the LIBOR Period of the Term Loan C to be continued. Any Term Loan C or group of Term Loans C having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd Business Day prior to (1) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such or (2) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by fax or overnight courier (or by telephone, to be confirmed in writing on such day). In the Required Lenderscase of any conversion or continuation, such election must be made pursuant to a written notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of EXHIBIT 1.2(E). Each Borrower acknowledges that it would No Loan shall be extremely difficult made, converted into or impracticable to determine Lenders’ actual damages resulting from any continued as a LIBOR Loan, if an Event of Default has occurred and is continuing and Agent or Requisite Lenders have determined not to continue the aforementioned increase to Term Loan C as a LIBOR Loan as a result thereof. No Term Loan C may be made as or converted into a LIBOR Loan until the interest rate being charged hereunder is a reasonable estimate earlier of those damages and does not constitute a penalty. (di) Anything herein 45 days after the Closing Date or (ii) completion of the primary syndication as determined by Agent. Notwithstanding anything to the contrary notwithstandingset forth in this SECTION 1.2, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be lawfully contracted forso exceeded, charged or received by such Lender, and in such event Borrowers the rate of interest payable hereunder shall pay such Lender interest at be equal to the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in SECTIONS 1.2(A) through (eE), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this SECTION 1.2(F), a court of competent jurisdiction shall determine by a final, non-appealable order that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess as specified in SECTION 1.5(E) and thereafter shall refund any excess to Borrower hereby promises to or as such court of competent jurisdiction may otherwise order. FEES. ----- FEE LETTER. Borrower shall pay to the Administrative AgentGE Capital, on each Principal Payment Date until the Loans have been paid in fullindividually, the unpaid principal balance Fees specified in that certain fee letter dated as of January 30, 2006 among Borrower and GE Capital (the Loans in quarterly installments equal to 2.5% of "GE CAPITAL FEE LETTER"), at the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanstimes specified for payment therein.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Primedex Health Systems Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAdministrative Agent, for the ratable benefit of Lenders in accordance with the Loans being made by each Lender, in arrears on each applicable Interest Payment Date, with respect to the Revolving Credit Advances, the Index Rate plus the Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate plus the Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time. The Revolver Index Margin will be 1.45% per annum and the Revolver LIBOR Margin will be 3.50% per annum. (b) If any payment on any Loan becomes due and 2.4(d)payable on a day other than a Business Day, each Loan the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall bear be payable at the then applicable rate during such extension. (c) All computations of (i) Fees and (ii) interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR or the Base RateLIBOR Loans, as the case may be, plus the Applicable Margin. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. All computations of Fees and interest payable under this Credit Agreement shall be made by Administrative Agent on the basis of a three hundred and sixty (360-) day year and the actual number of days elapsed, except that occurring in the period for which such interest computed by reference to and Fees are payable. All computations of interest on the Base Index Rate Loans shall be computed made by Administrative Agent on the basis of a 365-three hundred and sixty five (365)/three hundred and sixty six (366) day year (366 and the actual number of days occurring in the case period for which such interest is payable. The Index Rate shall be determined each day based upon the Index Rate as in effect each day. Each determination by Administrative Agent of a leap year) an interest rate hereunder shall be final, binding and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof to (but excluding) the last day thereofconclusive, absent manifest error. (bd) All So long as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment any Default or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b)shall have occurred and be continuing, 7(c), 7(h) or 7(i) exists), the interest (after as well as before entry of judgment thereon rates applicable to the extent permitted Revolving Loan shall be increased by Applicable Lawtwo percentage points (2%) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to above the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) rates of interest otherwise applicable hereunder (the “Default Rate”)) and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. All Interest at the Default Rate shall accrue from the initial date of such interest Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable on demand of the Administrative Agent upon demand. (e) So long as no Default or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 3.2, Borrower shall have the option to (i) request that any Revolving Credit Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 2.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the aforementioned increase succeeding LIBOR Period of that continued Loan shall commence on the last day of the LIBOR Period of the Loan to be continued. Any Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $250,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by noon (New York time) on the fifth (5th) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by noon (New York time) on the fifth (5th) Business Day prior to the interest rate being charged hereunder is end of the LIBOR Period with respect thereto (or if a reasonable estimate Default or an Event of those damages Default shall have occurred and does be continuing or if the additional conditions precedent set forth in Section 3.2 shall not constitute have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a penaltywritten notice (a “Notice of Conversion/Continuation”) in the form of Exhibit 2.5(e). Notwithstanding the foregoing, at no time shall there be more than three (3) LIBOR Loans outstanding. (df) Anything herein Notwithstanding anything to the contrary notwithstandingset forth in this Section 2.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event Borrowers shall pay such Lender interest at permissible under law (the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.5(a) through (e) Borrower hereby promises to pay above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this Section 2.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in Section 2.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Princeton Review Inc)

Interest and Applicable Margins. (a) Subject Borrower shall pay interest to Sections 2.4(cAgent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) and 2.4(d)with respect to the Revolving Credit Advances, each Loan shall bear interest the Index Rate PLUS the Applicable Revolver Index Margin per annum or, at the election of Borrower, the applicable LIBOR Rate PLUS the Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding principal amount thereof from time to time; (ii) with respect to the date when made at a rate Term Loan, the Index Rate PLUS the Applicable Term Loan Index Margin per annum equal to Adjusted Term SOFR or or, at the Base Rateelection of Borrower, as the case may be, plus applicable LIBOR Rate PLUS the Applicable MarginTerm Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan, the Index Rate PLUS the Applicable Revolver Index Margin per annum. Each determination The Applicable Margins are as follows: Applicable Revolver Index Margin 1.25% Applicable Revolver LIBOR Margin 2.25% Applicable Term Loan Index Margin 1.25% Applicable Term Loan LIBOR Margin 2.25% (b) If any payment on any Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of an LIBOR Period) and, with respect to payments of principal, interest rate by the Administrative Agent thereon shall be conclusive and binding on payable at the Borrowers and the Lenders in the absence of manifest error. then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and interest payable under this Credit Agreement shall be made by Agent on the basis of a 360-day year year, in each case for the actual number of days occurring in the period for which such interest and actual days elapsed, except that Fees are payable. The Index Rate is a floating rate determined for each day. Each determination by Agent of an interest computed by reference to the Base Rate rate and Fees hereunder shall be computed on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and Fees shall accrue during each period during which interest or such Fees are computed from (and including) the first day thereof presumed to (but excluding) the last day thereof. (b) All as determined by the Administrative Agent in accordance with the Fundamental Documents and the Administrative Agent’s loan systems and procedures periodically in effect, interest shall be paid in arrears (i) on each Interest Payment Date and (ii) on the date of each payment or prepayment of Loans. The Administrative Agent may estimate the amount of interest that the Borrowers will owe on ▇▇▇▇▇▇▇▇▇’ periodic statements and the Administrative Agent may adjust the amount of interest owed on each subsequent statement provided to Borrowers to reflect any differential between the estimated amount of interest shown on Borrowers’ preceding statement and the actual amount of interest determined to have been due by the Administrative Agent on the preceding Interest Payment Date. Borrowers agree to pay the amount shown due on the Interest Payment Date on each of Borrowers’ periodic statements on each Interest Payment Date. (c) At the election of the Administrative Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section 7(b), 7(c), 7(h) or 7(i) exists), interest (after as well as before entry of judgment thereon to the extent permitted by Applicable Law) on the Loans shall increase, from and after the date of occurrence of such Event of Default, to a rate per annum which is determined by adding 2.0% per annum to the Applicable Margin then in effect for such Loans (plus Adjusted Term SOFR or the Base Rate, as the case may be) (the “Default Rate”). All such interest shall be payable on demand of the Administrative Agent or the Required Lenders. Each Borrower acknowledges that it would be extremely difficult or impracticable to determine Lenders’ actual damages resulting from any Event of Default and the aforementioned increase to the interest rate being charged hereunder is a reasonable estimate of those damages and does not constitute a penaltycorrect. (d) Anything herein So long as an Event of Default has occurred and is continuing under SECTION 8.1(a), (h) OR (i), or so long as any other Default or Event of Default has occurred and is continuing and at the election of Agent (or upon the written request of Requisite Lenders) confirmed by written notice from Agent to Borrower, the interest rates applicable to the Loans and the Letter of Credit Fees shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("DEFAULT RATE"). Interest and Letter of Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default if such Event of Default arose under Section 8.1(a), (h) or (i) or from the date of the delivery of the written notice from Agent to Borrower for all other Events of Default, until that Event of Default is cured or waived and shall be payable upon demand. (e) Subject to the conditions precedent set forth in SECTION 2.2, Borrower shall have the option to (i) request that any Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part of outstanding Loans (other than the Swing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with SECTION 1.13(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR Period and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (Chicago time) on the 3rd Business Day prior to the end of the LIBOR Period with respect thereto (or if a Default or an Event of Default has occurred and is continuing or if the additional conditions precedent set forth in SECTION 2.2 shall not have been satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must make such election by notice to Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of EXHIBIT 1.5(e). No LIBOR Loan shall be outstanding during the period commencing on the 36th day following the Closing Date through the 50th day following the Closing Date, unless primary syndication has been completed as determined by Agent prior to that period. (f) Notwithstanding anything to the contrary notwithstandingset forth in this SECTION 1.5, if a court of competent jurisdiction determines in a final order that the obligations of the Borrowers hereunder shall be subject to the limitation that payments rate of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any Applicable Law applicable to such Lender limiting payable hereunder exceeds the highest rate of interest that may permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum Lawful Rate would be lawfully contracted forso exceeded, charged or received by such Lender, and in such event Borrowers the rate of interest payable hereunder shall pay such Lender interest at be equal to the highest rate permitted by Applicable Law (“Maximum Lawful Rate”) for such period; providedPROVIDED, HOWEVER, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Phase 1 Closing Date as otherwise provided in this Credit Agreement. . Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in SECTIONS 1.5(a) THROUGH (e) Borrower hereby promises to pay ), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the Administrative Agentterms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, on each Principal Payment Date until such interest shall be calculated at a daily rate equal to the Loans have been paid Maximum Lawful Rate divided by the number of days in fullthe year in which such calculation is made. If, notwithstanding the unpaid principal balance provisions of this SECTION 1.5(f), a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Loans Maximum Lawful Rate, Agent shall, to the extent permitted by applicable law, promptly apply such excess in quarterly installments equal the order specified in SECTION 1.11 and thereafter shall refund any excess to 2.5% Borrower or as a court of the aggregate principal amount of Loans issued under this Credit Agreement; provided that the last installment of principal of the Loans shall be due and payable on the Maturity Date (if not earlier paid) and shall be in an amount sufficient to pay in full the entire unpaid principal amount of the Loanscompetent jurisdiction may otherwise order.

Appears in 1 contract

Sources: Credit Agreement (Roller Bearing Co of America Inc)