Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 8 contracts
Sources: Loan, Security and Guarantee Agreement (Fitlife Brands, Inc.), Loan, Security and Guarantee Agreement (National CineMedia, Inc.), Loan, Security and Guarantee Agreement (GEE Group Inc.)
Maximum Interest. Regardless of Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 8 contracts
Sources: Receivables Sale Agreement (Sinclair Broadcast Group, LLC), Receivables Sale Agreement (Gray Television Inc), Purchase and Sale Agreement (Integra Lifesciences Holdings Corp)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsIn no event shall interest, in no contingency charges or event whatsoever shall the aggregate of all other amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “Maximum Ratemaximum rate”). No agreementsIf, conditionsin any month, provisions or stipulations contained any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in this Agreement or any a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the other Loan Documents or amount of interest which would have accrued if it had not been limited by the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion maximum rate. If, upon Full Payment of the Obligations, or the exercise total amount of any option whatsoever contained in any interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the prepayment by amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Obligor Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate balance shall be without binding force or effect, at law or in equity, refunded to the extent only of the excess of Interest over such Maximum RateBorrowers. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of In determining whether or not any Excess excess interest has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 7 contracts
Sources: Loan Agreement (M/a-Com Technology Solutions Holdings, Inc.), Loan and Security Agreement (Hudson Highland Group Inc), Loan and Security Agreement (Modtech Holdings Inc)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 6 contracts
Sources: Purchase and Sale Agreement (Vistra Energy Corp.), Purchase and Sale Agreement (Vistra Energy Corp.), Purchase and Sale Agreement (Vistra Energy Corp.)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to Originator would be less than the amount of interest payable to Originator computed at Originator’s Maximum Permissible Rate, then the amount of interest payable to Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 6 contracts
Sources: Purchase and Sale Agreement (Triumph Group Inc), Purchase and Sale Agreement (Owens Corning), Purchase and Sale Agreement (Triumph Group Inc)
Maximum Interest. Regardless The provisions of any provision contained in any this Mortgage and of the Loan Documentsall agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Note or any portion of otherwise, shall the Obligationsamount paid, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders agreed to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law be paid (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) to Mortgagee for the use, forbearance or retention of the money loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Mortgagee shall ever receive anything of value deemed Interest by applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest Note in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or, at the option of Mortgagee, be paid over to Mortgagor, and not to the payment of Interest. All Interest (including any Excess has been contracted for, charged amounts or received by Agent payments deemed to be Interest) paid or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents agreed to be paid to Mortgagee shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligations. Obligors, Agent and Lenders shall, to principal balance of the Note so that the Interest thereon for such full period will not exceed the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This Section will control all agreements between Mortgagor and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Mortgagee.
Appears in 5 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Resource Real Estate Opportunity REIT, Inc.), Mortgage Consolidation and Modification Agreement (American Realty Capital New York Recovery Reit Inc), Mortgage and Security Agreement (American Realty Capital New York Recovery Reit Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsIn no event shall interest, in no contingency charges or event whatsoever shall the aggregate of all other amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “Maximum Ratemaximum rate”). No agreementsIf, conditionsin any month, provisions or stipulations contained any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in this Agreement or any a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the other Loan Documents or amount of interest which would have accrued if it had not been limited by the exercise by Agent of the right to accelerate the maximum rate. If, upon payment or the maturity of all or any portion in full, in cash, of the Obligations, or the exercise total amount of any option whatsoever contained in any interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the prepayment by amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Obligor Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon payment in full, in cash of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate balance shall be without binding force or effect, at law or in equity, refunded to the extent only of the excess of Interest over such Maximum RateBorrowers. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of In determining whether or not any Excess excess interest has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 5 contracts
Sources: Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc), Second Lien Loan and Security Agreement (Bon Ton Stores Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency the Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that the Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the Borrowers. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to Borrower Parties and the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, : (ia) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Lenders shall refund to the Borrowers the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “Applicable Law” shall mean the law in effect as of this Section 3.10 the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 5 contracts
Sources: Revolving Credit Agreement (Overland Advantage), Revolving Credit Agreement (Overland Advantage), Revolving Credit Agreement (Overland Advantage)
Maximum Interest. Regardless The provisions of any provision contained in any this Security Deed and of the Loan Documentsall agreements between Grantor and Grantee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Note or any portion otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Grantee for the use, forbearance or retention of the Obligationsmoney loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or the exercise fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any Obligor of any agreement between Grantor and Grantee shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or the occurrence of fulfilled shall be reduced to such limit and if, from any contingency circumstance whatsoever, Grantee shall entitle Agent or Lenders to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest Note in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or at the option of Grantee be paid over to Grantor, and not to the payment of Interest. All Interest (including any Excess has been contracted for, charged amounts or received by Agent payments deemed to be Interest) paid or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents agreed to be paid to Grantee shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligations. Obligors, Agent and Lenders shall, to principal balance of the Note so that the Interest thereon for such full period will not exceed the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This paragraph will control all agreements between Grantor and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Grantee.
Appears in 5 contracts
Sources: Deed to Secure Debt and Security Agreement (Merry Land Properties Inc), Deed to Secure Debt and Security Agreement (Merry Land Properties Inc), Deed to Secure Debt and Security Agreement (Merry Land Capital Trust)
Maximum Interest. Regardless Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or any extension of any provision contained in any of credit under the Loan Documents, in no contingency or event whatsoever shall the aggregate of together with all fees, charges and other amounts that are contracted for, charged treated as interest on such Loan or received by Agent or any Lender pursuant to the terms extension of this Agreement or any of the other Loan Documents and that are deemed interest credit under Applicable Law (collectively, “Charges”), shall exceed the highest maximum lawful rate permissible under any Applicable Law (the “Maximum Rate”)) that may be contracted for, charged, taken, received or reserved by any Lender, Agent or Issuing Bank in accordance with Applicable Law, the rate of interest payable hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate. No agreementsTo the extent lawful, conditions, provisions the interest and Charges that would have been paid in respect of such Loan or stipulations contained in this Agreement or any extension of credit but were not paid as a result of the other Loan Documents or operation of this subsection shall be cumulated and the exercise by Agent of the right interest and Charges payable to accelerate the payment or the maturity of all or any portion of the Obligationssuch Lender, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law Issuing Bank shall be increased (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of but not above the amount collectible at the Maximum Rate and in no event therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate for each day to the date of repayment, shall any Obligor be obligated to pay Interest exceeding have been received by such Maximum RateLender, and all agreementsAgent or Issuing Bank. Any amount collected by such Lender, conditions Agent or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding Issuing Bank that exceeds the maximum amount collectible at the Maximum Rate shall be without binding force or effect, at law or in equity, applied to the extent only reduction of the excess principal balance of Interest over such Loan or extension of credit or refunded to Borrowers so that at no time shall the interest and Charges paid or payable in respect of such Loan or extension of credit exceed the maximum amount collectible at the Maximum Rate. If any Interest is charged or received with respect to To the Obligations in excess extent Chapter 303 of the Maximum Rate (“Excess”)Texas Finance Code is relevant to such Lender, each Obligor stipulates that any such charge Agent or receipt shall be the result Issuing Bank for purposes of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and determining the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Lender, Agent or any Lender hereunder or Issuing Bank may elect to determine the Maximum Rate under any the Texas Finance Code pursuant to the “weekly ceiling” from time to time in effect, as referred to in Chapter 303 of the other Loan DocumentsTexas Finance Code; subject, whether at maturity or by prepaymenthowever, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreementright such Lender, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess Issuing Bank subsequently may have under Applicable Law to change the method of determining the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 5 contracts
Sources: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
Maximum Interest. Regardless of Notwithstanding any other provision contained in any of the Loan Documentsherein, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, interest rate charged or received by Agent or any Lender pursuant agreed to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right be paid with respect to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums including all charges or fees in connection therewith deemed in the nature of interest by under Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of Laws shall not exceed the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Highest Lawful Rate. If any Interest is charged or received with respect the rate of interest (determined without regard to the Obligations in excess preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the aggregate outstanding amount of the Maximum Loans made hereunder shall bear interest at the Highest Lawful Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be until the result total amount of an accident and bona fide error, and such Excess, to interest due hereunder equals the extent received, shall be applied first to reduce amount of interest which would have been due hereunder if the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the stated rates of interest set forth in this AgreementAgreement had at all times been in effect. In addition, and if when the Maximum RateLoans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and then to the extent required permitted by Applicable Lawlaw, Borrowers shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. By Notwithstanding the execution foregoing, it is the intention of this Agreementthe Lenders and each of the Credit Parties to conform strictly to any applicable usury laws. Accordingly, each Obligor covenants that (i) the credit or return of if any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting Lender contracts for, charging charges, or receiving receives any Interest consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the aggregate outstanding amount of the Loans made hereunder or be refunded to each of the applicable Credit Parties. For the purpose of In determining whether or not any Excess has been the interest contracted for, charged charged, or received by Administrative Agent or any Lendera Lender exceeds the Highest Lawful Rate, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shallsuch Person may, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable LawLaws, (ia) characterize any non-payment that is not principal payment as an expense, fee fee, or premium rather than as Interest and interest, (iib) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering (c) amortize, prorate, allocate, and spread in equal or unequal parts the sametotal amount of interest, to give effect to throughout the adjustments or credits required by this Section 3.10contemplated term of the Obligations hereunder.
Appears in 5 contracts
Sources: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor or all Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the ObligorsBorrowers, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor such Borrower of such Excess, and (ii) each Obligor no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor or all Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. ObligorsBorrowers, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 2.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor or all Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the ObligorsBorrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.102.10.
Appears in 4 contracts
Sources: Loan and Security Agreement (Standard Register Co), Loan and Security Agreement (Standard Register Co), Loan and Security Agreement (Standard Register Co)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to Originator would be less than the amount of interest payable to Originator computed at Originator’s Maximum Permissible Rate, then the amount of interest payable to Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 4 contracts
Sources: Omnibus Amendment (Corpay, Inc.), Purchase and Sale Agreement (Fleetcor Technologies Inc), Purchase and Sale Agreement (Fleetcor Technologies Inc)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 4 contracts
Sources: Purchase and Sale Agreement (Worthington Industries Inc), Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/)
Maximum Interest. Regardless of Notwithstanding anything in this Loan Agreement to the contrary, the Borrower shall never be required to pay unearned interest on any provision contained in any amount outstanding hereunder and shall never be required to pay interest on the outstanding principal amount of the Intercompany Loans at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Loan DocumentsAgreement would exceed the Highest Lawful Rate, in no contingency or event whatsoever if the Holder shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Loan Agreement to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Borrower under this Loan Agreement shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be refunded to the Borrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Holder under this Loan Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Intercompany Lender (such Highest Lawful Rate being herein called the “Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Holder (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Holder in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Holder on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Maximum Permissible Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Holder shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Holder if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 4 contracts
Sources: Sale and Contribution Agreement (EnLink Midstream Partners, LP), Sale and Contribution Agreement (EnLink Midstream, LLC), Purchase and Sale Agreement (Compass Minerals International Inc)
Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law Maximum Interest Rate (including, to the “Maximum Rate”extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions In no event shall any Borrower or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right Guarantor be obligated to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, pay interest or any charges, amounts, premiums or fees such amounts as may be deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by the Administrative Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious such Borrower or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occurGuarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Obligors, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereofapplicable laws. The provisions of this Section 3.10 3.1 shall be deemed to be incorporated into every each of the other Loan Document Documents (whether or not any provision of this Section 3.1 is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 4 contracts
Sources: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (Mohawk Industries Inc)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the "Originator's Maximum Permissible Rate") shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator's Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator's Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 4 contracts
Sources: Purchase and Sale Agreement (Carpenter Technology Corp), Performance Guaranty (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as defined in the Deed of Trust) (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any provision contained in amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other Loan DocumentsDocuments or any other communication or writing by or between Borrower and Lender related to any of the Indebtedness, in no contingency or event whatsoever shall the aggregate of all amounts that are (ii) contracted for, charged or received by Agent reason of Lender's exercise of the option to accelerate the maturity of the Note and/or any other portion of the Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any Lender pursuant to voluntary prepayment by Borrower of the terms of this Agreement or Note and/or any of the other Loan Documents Indebtedness, then it is Borrower's and Lender's express intent that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) amounts charged in excess of the Maximum Lawful Rate and (as defined in no event the Deed of Trust) shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note and/or any of the other Indebtedness (“Excess”or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against any such charge or receipt shall be other Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Lender shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note and/or other Indebtedness then owing by Borrower to Lender. All sums contracted for, charged or received by Lender for the use, forbearance or detention of any of the Indebtedness, including any portion of the debt evidenced by the Note shall, to the extent receivedpermitted by applicable law, shall be applied first amortized or spread, using the actuarial method, throughout the stated term of the Note and/or other Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note and/or other Indebtedness does not exceed the Maximum Lawful Rate from time to reduce the principal Obligations time in effect and the balance, if any, returned applicable to the Obligors, it being Note and/or the intent other Indebtedness for so long as any Indebtedness is outstanding. In no event shall the provisions of Chapter 346 of the parties hereto not Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of Note and/or any of the Obligations does not include other Indebtedness. Notwithstanding anything to the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest contrary contained herein or in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Lender to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 3 contracts
Sources: Loan Agreement (Stratus Properties Inc), Construction Loan Agreement (Stratus Properties Inc), Construction Loan Agreement (Stratus Properties Inc)
Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law Maximum Interest Rate (including, to the “Maximum Rate”extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in In no event shall any Obligor Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding exceed the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If In the event any Interest is charged or received with respect to the Obligations in excess of the Maximum Interest Rate (“Excess”), each Obligor Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious such Borrower or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Obligors, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereofapplicable laws. The provisions of this Section 3.10 3.11 shall be deemed to be incorporated into every each of the other Loan Document Documents (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 3 contracts
Sources: Loan and Security Agreement (Amh Holdings, LLC), Loan and Security Agreement (Associated Materials, LLC), Loan and Security Agreement (Innophos, Inc.)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsIn no event shall interest, in no contingency charges, or event whatsoever shall the aggregate of all other amounts that are contracted for, charged charged, or received by the Agent or any Lender and the Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “Maximum Ratemaximum rate”). No agreementsIf, conditionsin any month, provisions or stipulations contained any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in this Agreement or any a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the other Loan Documents or amount of interest which would have accrued if it had not been limited by the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion maximum rate. If, upon Full Payment of the Obligations, or the exercise total amount of any option whatsoever contained in any interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Agent, for the account of the Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times or (ii) the prepayment by amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that the Agent or any Obligor Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations other than interest (regardless of any erroneous application thereof by the Agent or any Lender), and upon Full Payment of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate balance shall be without binding force or effect, at law or in equity, refunded to the extent only of the excess of Interest over such Maximum RateBorrowers. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of In determining whether or not any Excess excess interest has been contracted for, charged or received by the Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor the Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated allocated, and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 3 contracts
Sources: Loan and Security Agreement (Amkor Technology Inc), Loan and Security Agreement (Amkor Technology Inc), Loan and Security Agreement (Amkor Technology Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency the Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that the Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the Borrower. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to Borrower and the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, applicable law: (ia) characterize any non-principal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Lenders shall refund to the Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “applicable law” shall mean the law in effect as of this Section 3.10 the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Lafayette Square USA, Inc.), Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.), Revolving Credit Agreement (Lafayette Square Empire BDC, Inc.)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to the Administrative Agent and each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to the Administrative Agent or such Lender limiting rates of interest which may be charged or collected by the Administrative Agent or such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of other jurisdiction whose laws may be mandatorily applicable) with respect to the Loan DocumentsAdministrative Agent or a Lender then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows:
(a) the provisions of this Section shall govern and control; (b) the aggregate of all amounts consideration which constitutes interest under applicable law that are is contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity aforesaid agreements or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor otherwise in connection with this Agreement by the Administrative Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”), and any excess shall be credited to the Borrower by the Administrative Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Administrative Agent or such Lender for the use, forbearance and detention of the Loan Documents Indebtedness of the Borrower to the Administrative Agent or such Lender hereunder shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such Indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 4.1 together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, Agent exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and Lenders shall, any such fees to accrue to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee Administrative Agent or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of such Lender pursuant to this Section 3.10 Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Administrative Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be incorporated into every Loan Document (whether interest equals the amount of interest which would have accrued to the Administrative Agent or not any provision such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Section.
Appears in 3 contracts
Sources: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)
Maximum Interest. Regardless of Notwithstanding any provision to the contrary contained herein or in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Instrument, Lenders shall not collect a rate of interest on any obligation or liability due and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise owing by Agent of the right Borrowers to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate maximum contract rate of interest permitted by applicable law ("Excess Interest"). Lenders and Borrowers agree that the interest laws of the State of Arizona govern the relationship among them, but in the event of a final adjudication to the contrary, Borrowers shall be obligated to pay, nunc pro tunc, to Lenders only such interest as then shall be permitted by the laws of the state found to govern the contract relationship among Lenders and Borrower. If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Loan Agreement or any other Loan Instrument, then in such event (i) no event Obligor shall any Obligor be obligated to pay such Excess Interest, (ii) any Excess Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate collected by Lenders shall be without binding force or effectbe, at law or in equityLenders' option, (A) applied to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged Principal Balance or received with respect to the Obligations accrued and unpaid interest not in excess of the Maximum Rate maximum rate permitted by applicable law or (“Excess”)B) refunded to the payor thereof, each Obligor stipulates that any such charge or receipt (iii) the interest rates provided for herein (collectively, the "Stated Rate") shall be the result of an accident and bona fide error, and such Excess, automatically reduced to the extent receivedmaximum rate allowed from time to time under applicable law (the "Maximum Rate") and this Loan Agreement and the other Loan Instruments, as applicable, shall be applied first deemed to reduce the principal Obligations have been, and the balanceshall be, if anymodified to reflect such reduction, returned to the Obligors, it being the intent and (iv) neither any Borrower nor any other Obligor shall have any action against Lenders for any damages arising out of the parties hereto not to enter into an usurious payment or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date collection of such accelerationExcess Interest; provided, and neither Agent nor however, that if at any Lender intends to collect any unearned Interest in time thereafter the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and Stated Rate is less than the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents Borrowers shall, to the extent permitted by Applicable Lawlaw, be amortized, prorated, allocated and spread in continue to pay interest at the Maximum Rate until such time as the total interest received by Lenders is equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, total interest which Lenders would have received had the Stated Rate been (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and but for the effects thereof. The provisions operation of this Section 3.10 provision) the interest rate payable. Thereafter, the interest rate payable shall be deemed to be incorporated into every Loan Document (whether or not any provision of the Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate, in which event the provisions contained in this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10subsection 2.4.3 shall again apply.
Appears in 3 contracts
Sources: Loan Agreement (Security Associates International Inc), Loan Agreement (Security Associates International Inc), Loan Agreement (Security Associates International Inc)
Maximum Interest. Regardless of any provision contained in any It is the intention of the parties hereto that the Agent and each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan DocumentsDocument would be usurious as to the Agent or any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to the Agent or such Lender notwithstanding the other provisions of this Agreement), then, in no contingency that event, notwithstanding anything to the contrary in this Agreement or event whatsoever shall any other Loan Document or any agreement entered into in connection with or as security for the Obligations, it is agreed as follows:
(i) the aggregate of all amounts consideration which constitutes interest under law applicable to the Agent or any Lender that are is contracted for, taken, reserved, charged or received by the Agent or any such Lender pursuant to the terms of under this Agreement or any other Loan Document or agreements or otherwise in connection with the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the Agent or such Lender on the principal amount of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law Obligations (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equityor, to the extent only that the principal amount of the excess of Interest over Obligations shall have been or would thereby be paid in full, refunded by the Agent or such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”)Lender, each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessas applicable, to the extent received, shall be applied first to reduce Borrower); and (ii) in the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate event that the maturity of any of the Obligations does not include the right to accelerate is accelerated by reason of any Interest that has not otherwise accrued on the date Event of such accelerationDefault under this Agreement or otherwise, and neither Agent nor any Lender intends to collect any unearned Interest or in the event of any required or permitted prepayment, then such acceleration. Each Obligor recognizes that, with fluctuations in consideration that constitutes interest under law applicable to the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or under any otherwise shall be canceled automatically by the Agent or such Lender, as applicable, as of the other Loan Documentsdate of such acceleration or prepayment and, whether at maturity or by prepaymentif theretofore paid, shall be subject to any rebate credited by the Agent or such Lender, as applicable, on the principal amount of unearned Interest as and the Obligations (or, to the extent required that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by Applicable Lawthe Agent or such Lender to the Borrower). By All sums paid or agreed to be paid to the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderLender for the use, based in whole forbearance or in part upon contracting for, charging or receiving any Interest in excess detention of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents sums due hereunder shall, to the extent permitted by Applicable Lawlaw applicable to the Agent or such Lender, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsLoan until payment in full so that the rate or amount of interest on account of the Loan hereunder does not exceed the maximum amount allowed by such applicable law. Obligors, Agent If at an time and Lenders shall, from time to time (x) the amount of interest payable to the maximum extent permitted under Applicable Law, (i) characterize Agent or any non-principal payment as an expense, fee Lender on any date shall be computed at the Highest Lawful Rate applicable to the Agent or premium rather than as Interest such Lender pursuant to this Section 12.19 and (iiy) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of interest otherwise payable to the Agent or such Lender would be less than the amount of interest payable to the Agent or such Lender computed at the Highest Lawful Rate applicable to the Agent or such Lender, then the amount of interest payable to the Agent or such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to the Agent or such Lender until the total amount of interest payable to the Agent or such Lender shall equal the total amount of interest which would have been payable to the Agent or such Lender if the total amount of interest had been computed without giving effect to this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1012.19.
Appears in 3 contracts
Sources: Senior Loan Agreement (DSW Inc.), Senior Loan Agreement (Retail Ventures Inc), Senior Subordinated Convertible Loan Agreement (Value City Department Stores Inc /Oh)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent each Borrower Party and Lenders shall, to the maximum extent permitted under Applicable applicable Law, : (ia) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “applicable Law” shall mean the Law in effect as of this Section 3.10 the date hereof; provided, however, that in the event there is a change in the Law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new Law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 3 contracts
Sources: Revolving Credit Agreement (GOLUB CAPITAL INVESTMENT Corp), Revolving Credit Agreement (Golub Capital BDC 3, Inc.), Revolving Credit Agreement (Golub Capital Investment Corp)
Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law Maximum Interest Rate (including, to the “Maximum Rate”extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in In no event shall any Obligor Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding exceed the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If In the event any Interest is charged or received with respect to the Obligations in excess of the Maximum Interest Rate (the “Excess”), each Obligor Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious such Borrower or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrower or Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Obligors, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereofapplicable laws. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 3 contracts
Sources: Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc)
Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law Maximum Interest Rate (including, to the “Maximum Rate”extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in In no event shall any Obligor Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding exceed the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If In the event any Interest is charged or received with respect to the Obligations in excess of the Maximum Interest Rate (“Excess”), each Obligor Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious such Borrower or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrower or Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Obligors, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereofapplicable laws. The provisions of this Section 3.10 3.11 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 3 contracts
Sources: Loan and Security Agreement (Santana Products Inc.), Term Loan and Security Agreement (Santana Products Inc.), Loan and Security Agreement (Builders FirstSource, Inc.)
Maximum Interest. Regardless The provisions of any provision contained in any this Deed of the Loan DocumentsTrust and of all agreements between Grantor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Note or any portion otherwise, shall the amount paid, or agreed to be paid ("Interest") to Beneficiary for the use, forbearance or retention of the Obligationsmoney loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or the exercise fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any Obligor of any agreement between Grantor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or the occurrence of fulfilled shall be reduced to such limit, and if, from any contingency circumstance whatsoever, Beneficiary shall entitle Agent or Lenders to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest Note in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or, at the option of Beneficiary, be paid over to Grantor, and not to the payment of Interest. All Interest (including any Excess has been contracted for, charged amounts or received by Agent payments deemed to be Interest) paid or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents agreed to be paid to Beneficiary shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligations. Obligors, Agent and Lenders shall, to principal balance of the Note so that the Interest thereon for such full period will not exceed the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This Section will control all agreements between Grantor and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Beneficiary.
Appears in 3 contracts
Sources: Deed of Trust, Security Agreement and Ucc Fixture Filing (Apple Suites Inc), Deed of Trust and Security Agreement (Cornerstone Realty Income Trust Inc), Deed of Trust and Security Agreement (Cornerstone Realty Income Trust Inc)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all amounts consideration that are constitutes interest under applicable law that is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any maximum amount of the other Loan Documents or the exercise interest allowed by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulationsmaximum lawful interest rate, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to such Lender herein called the Obligations in excess of the Maximum Rate (“ExcessHighest Lawful Rate”), each Obligor stipulates that and any such charge or receipt excess shall be credited to the result of an accident and bona fide errorBorrower by such Lender (or, and if such Excessconsideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the extent receiveduse, shall be applied first to reduce the principal Obligations forbearance and the balance, if any, returned to the Obligors, it being the intent detention of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any indebtedness of the Obligations does not include the right Borrower to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2, Agent together with any other fees and Lenders shallexpenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the maximum extent permitted under Applicable LawHighest Lawful Rate, (i) characterize but any non-principal payment subsequent reductions, as an expenseapplicable, fee or premium rather than as Interest shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1010.18.
Appears in 3 contracts
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD), First Lien Credit Agreement (Energy Xxi (Bermuda) LTD), First Lien Credit Agreement (Energy XXI Texas, LP)
Maximum Interest. Regardless The provisions of any provision contained in any this Mortgage and of the Loan Documentsall agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Note or any portion otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Mortgagee for the use, forbearance or retention of the Obligationsmoney loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or the exercise fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any Obligor of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or the occurrence of fulfilled shall be reduced to such limit and if, from any contingency circumstance whatsoever, Mortgagee shall entitle Agent or Lenders to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest Note in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or at the option of Mortgagee be paid over to Mortgagor, and not to the payment of Interest. All Interest (including any Excess has been contracted for, charged amounts or received by Agent payments deemed to be Interest) paid or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents agreed to be paid to Mortgagee shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligations. Obligors, Agent and Lenders shall, to principal balance of the Note so that the Interest thereon for such full period will not exceed the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This paragraph will control all agreements between Mortgagor and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Mortgagee.
Appears in 3 contracts
Sources: Mortgage and Security Agreement (Merry Land Properties Inc), Mortgage and Security Agreement (Usa Detergents Inc), Mortgage and Security Agreement (Merry Land Properties Inc)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws, and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under Governmental Requirements (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all amounts consideration that are constitutes interest under Governmental Requirements that is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Highest Lawful Rate, and all agreements, conditions or stipulationsany excess shall be credited to the Borrower by such Lender (or, if anysuch consideration shall have been paid in full, which may in any event such excess promptly refunded to the Borrower); (c) all sums paid, or contingency whatsoever operate agreed to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equitypaid, to such Lender for the extent only use, forbearance and detention of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess indebtedness of the Maximum Rate (“Excess”), each Obligor stipulates that any Borrower to such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable LawGovernmental Requirements, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, Agent together with any other fees and Lenders shallexpenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under Governmental Requirements, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the maximum extent permitted under Applicable LawHighest Lawful Rate, (i) characterize but any non-principal payment subsequent reductions, as an expenseapplicable, fee or premium rather than as Interest shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1012.12.
Appears in 2 contracts
Sources: Credit Agreement (Evolve Transition Infrastructure LP), Credit Agreement (Constellation Energy Partners LLC)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower, Agent and Banks at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any provision contained in Note or any Loan Document, and the Related Indebtedness (defined below) (or applicable United States federal law to the extent that it permits Agent and Banks to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged charged, taken, reserved or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsNote, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or any other communication or writing by or between Borrower, Agent and Banks related to the exercise by Agent of transaction or transactions that are the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Agent’s or any Bank’s exercise of the option to accelerate the maturity of any Note and/or any and all indebtedness paid or payable by Borrower to Agent or Banks pursuant to any Loan Document other than any Note (such other indebtedness being referred to in this Section as the “Related Indebtedness”), or (c) Borrower will have paid or Agent or a Bank will have received by reason of any voluntary prepayment by any Obligor Borrower of any of the ObligationsNote, or the occurrence of any contingency whatsoeverthen it is Borrower’s, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums Agent’s and fees referred to herein collectively as “Interest”) Banks’ express intent that all amounts charged in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Rate theretofore collected by Agent or Banks shall be credited on the principal balance of any Note and (“Excess”or, if any Note has been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates that and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such charge Note, then Borrower, Agent and Banks agree that Agent shall, with reasonable promptness after Agent discovers or receipt shall be is advised by Borrower that interest was received in an amount in excess of the result Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to such Bank. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Agent or Banks, Borrower will provide written notice to Agent and Banks, advising Agent and Banks in reasonable detail of an accident the nature and bona fide erroramount of the violation, and Agent and Banks shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Agent or any Bank. All sums contracted for, charged, taken, reserved or received by Agent or Banks for the use, forbearance or detention of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent receivedpermitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of such Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent provisions of Chapter 346 of the parties hereto not Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any Note and/or any of the Obligations does not include Related Indebtedness. Notwithstanding anything to the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest contrary contained herein or in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Agent or Banks to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 2 contracts
Sources: Credit Facility Loan Agreement, Credit Facility Loan Agreement (Encore Capital Group Inc)
Maximum Interest. Regardless The provisions of any provision contained in any this Deed of the Loan DocumentsTrust and of all agreements between Trustor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Note or any portion otherwise, shall the amount paid, or agreed to be paid to Beneficiary for the use, forbearance or retention of the Obligationsmoney loaned under the Note ("Interest") exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or the exercise fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any Obligor of any agreement between Trustor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or the occurrence of fulfilled shall be reduced to such limit, and if, from any contingency circumstance whatsoever, Beneficiary shall entitle Agent or Lenders to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest Note in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or, at the option of Beneficiary, be paid over to Trustor, and not to the payment of Interest. All Interest (including any Excess has been contracted for, charged amounts or received by Agent payments deemed to be Interest) paid or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents agreed to be paid to Beneficiary shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. ObligorsThis Section will control all agreements between Trustor and Beneficiary. To the extent North Carolina Jaw is determined to govern the Note notwithstanding the choice of Jaw provision contained therein, Agent and Lenders shall, then notwithstanding anything to the maximum extent permitted under Applicable Lawcontrary contained in the Note, (i) characterize any non-principal no late fee shall be due in connection with payments due under the Note unless such payment as an expenseis not made within fifteen (15) days of the date such payment is due, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 late charge for such overdue payments shall be deemed in an amount equal to be incorporated into every Loan Document four percent (whether or not any provision 4%) of this Section is referred to therein). All the amount of such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligorsoverdue payment, and by any court considering the same, (iii) late fee may not be charged more than once with respect to give effect to the adjustments or credits required by this Section 3.10a single late payment.
Appears in 2 contracts
Sources: Deed of Trust, Assignment of Leases and Rents and Security Agreement (Medalist Diversified REIT, Inc.), Deed of Trust, Assignment of Leases and Rents and Security Agreement (Medalist Diversified REIT, Inc.)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent the Servicer or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Servicer or not any Excess Originator (such Highest Lawful Rate being herein called the “Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Servicer and the Originators (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from by the Servicer or any Obligor Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Servicer or any non-principal payment as an expense, fee or premium rather than as Interest Originator on any date shall be computed at the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Servicer or any Originator would be less than the amount of interest payable to the Originator computed at the Maximum Permissible Rate, then the amount of interest payable to the Servicer or such Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether computed at the Maximum Permissible Rate until the total amount of interest payable to the Servicer or not any provision such Originator shall equal the total amount of this Section is referred interest which would have been payable to therein). All the Servicer or such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Master Framework Agreement (Vistra Corp.), Purchase and Sale Agreement (Vistra Corp.)
Maximum Interest. Regardless of Notwithstanding anything in this Subordinated Note to the contrary, the Issuer shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Issuer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Issuer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Issuer or any interest paid by the Issuer in excess of the Highest Lawful Rate shall be refunded to the Issuer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Holder under this Agreement or any of the other Loan Documents and Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Holder (such Highest Lawful Rate being herein called the “Holder’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Holder (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Holder in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Holder on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Holder’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Holder’s Maximum Permissible Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Holder’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Holder shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Holder if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Mallinckrodt PLC), Purchase and Sale Agreement (Mallinckrodt PLC)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder or under the Notes and charged or received by Agent or any Lender collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, pursuant to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and Notes exceed the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid nor shall any provisions hereof be construed as a contract to Agent pay, for the use, forbearance or any Lender hereunder or under any detention of the other Loan Documents, whether money with interest at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole a rate or in part upon contracting for, charging or receiving any Interest an amount in excess of the Maximum Rate. For If any provisions of this Agreement or the purpose Notes contravene any such law, such provisions shall be deemed amended to conform to such law. Notwithstanding anything to the contrary contained herein, no provision of this Agreement or the Notes shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement, the Notes or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrower nor the sureties, guarantors, successors or assigns of Borrower shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Agreement and the Notes; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by Borrower and Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Lawapplicable law, (i) characterize any non-principal payment as an expense, fee fee, or premium rather than as Interest and interest, (ii) exclude voluntary prepayments and the effects thereof. The provisions , and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents Agreement and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, the Notes so that the interest for the sole purpose of computing entire term does not exceed the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Maximum Rate.
Appears in 2 contracts
Sources: Post Petition Loan and Security Agreement (Drypers Corp), Credit Agreement (Drypers Corp)
Maximum Interest. Regardless The interest rate(s) charged under this Mortgage, the other Indenture Documents and other evidences of any provision contained in the Note Obligations may vary from time to time. For purposes of enforcing this Mortgage, if any of the Loan Documentsterms or provisions of this Mortgage, in no contingency any other Indenture Documents or event whatsoever shall other evidences of the aggregate Note Obligations are susceptible of all amounts that are contracted for, charged being construed as binding or received by Agent obligating Grantor or any Lender pursuant other Persons or concerns obligated, either primarily, secondarily or conditionally, for the payment of any debt, whether or not secured hereby, under any circumstances or contingencies whatsoever, to pay interest or loan charges in excess of the maximum amounts permitted by applicable law from time to time, it is agreed that, for purposes of enforcing this Mortgage, such terms or provisions are a mistake in calculation or wording and, notwithstanding the same, it is expressly agreed that, for purposes of enforcing this Mortgage, neither Grantor, nor any other Person or concern obligated in any manner on any such indebtedness, shall ever be required or obligated under the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsMortgage, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, pay interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) loan charges in excess of the Maximum Rate and in no event shall any Obligor be obligated maximum amounts permitted by applicable law from time to pay Interest exceeding such Maximum Ratetime, and all agreementsif, conditions for any reason whatsoever, the interest or stipulationsloan charges paid on the indebtedness secured by this Mortgage shall exceed the maximum amounts permitted by applicable law from time to time, if anythen, which may in any event or contingency whatsoever operate to bindfor purposes of enforcing this Mortgage, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate holder(s) of this Mortgage receiving such excess shall be without binding force or effect, either (at law or in equity, the option of such holder(s)) refund to the extent only payor or credit against the principal of the excess indebtedness evidenced thereby such portion of Interest over such Maximum Rate. If any Interest is charged or received with respect interest and loan charges as may be necessary to cause the Obligations in excess of interest and loan charges paid on the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be indebtedness secured hereby to equal the result of an accident and bona fide errormaximum amounts permitted by applicable law from time to time, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10no more.
Appears in 2 contracts
Sources: Mortgage, Assignment, Assignment of Rents, Security Agreement, Fixture Filing and Financing Statement (Aventine Renewable Energy Holdings Inc), Leasehold Mortgage (Aventine Renewable Energy Holdings Inc)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable New York law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any provision contained in Note or any Loan Document, and the Related Indebtedness (as hereinafter defined) (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under New York law). If the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged charged, taken, reserved or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsNote, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the exercise by Agent of transaction or transactions that are the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Lender’s exercise of the option to accelerate the maturity of any Note and/or any and all indebtedness paid or payable by Borrower to Lender pursuant to any Loan Document other than any Note (such other indebtedness being referred to in this Section as the “Related Indebtedness”), or (c) Borrower will have paid or Lender will have received by reason of any prepayment by any Obligor Borrower of any of the ObligationsNote or Related Indebtedness, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums then it is Borrower’s and fees referred to herein collectively as “Interest”) Lender’s express intent that all amounts charged in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Rate theretofore collected by Lender shall be credited on the principal balance of any Note and/or the Related Indebtedness (“Excess”or, if any Note and the Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates that and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such charge Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or receipt is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be abated for such time period) seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Lender shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent receivedpermitted by applicable law, shall be applied first amortized or spread, using the actuarial method, throughout the stated term of such Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to reduce time in effect and applicable to such Note and/or the principal Obligations and the balance, if any, returned Related Indebtedness for so long as debt is outstanding. Notwithstanding anything to the Obligors, it being the intent of the parties hereto not to enter into an usurious contrary contained herein or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Lender to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 2 contracts
Sources: Loan Agreement (United Development Funding IV), Loan Agreement (United Development Funding IV)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “"Interest”") in excess of the Maximum Rate and in no event shall any Obligor Borrower be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“"Excess”"), each Obligor Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the ObligorsBorrower, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this AgreementAgreement or in the Notes, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrower of such Excess, and (ii) each Obligor Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor Borrower in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. ObligorsBorrower, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 2.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the ObligorsBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.102.10.
Appears in 2 contracts
Sources: Loan and Security Agreement (Dixie Group Inc), Loan and Security Agreement (Dixie Group Inc)
Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan other Financing Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Financing Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Financing Documents or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Financing Documents, or the prepayment by any Obligor Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “"Interest”") in excess of the Maximum Rate and in no event shall any Obligor Borrower be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“"Excess”"), each Obligor Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the ObligorsBorrower, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends does not intend to collect any unearned Interest interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Financing Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrower of such Excess, and (ii) each Obligor Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrower in connection with any of the Loan Financing Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrower and Lenders Lender shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 2.6 shall be deemed to be incorporated into every Loan DIP Financing Document (whether or not any provision of this Section is referred to therein). All such Loan Financing Documents and communications relating to any Interest owed by any Obligor Borrower, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the ObligorsBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.102.6.
Appears in 2 contracts
Sources: Loan and Security Agreement (Health Systems Solutions Inc), Loan and Security Agreement (Health Systems Solutions Inc)
Maximum Interest. Regardless of any (a) No provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate shall require the payment to the Lender or permit the maturity collection by the Lender of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the maximum rate of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the Lender Debt and binding on the Lender (such maximum rate being the Lender’s “Maximum Rate and Permissible Rate”).
(b) If the amount of interest (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in no event shall any Obligor be obligated to pay Interest exceeding respect of the preceding interest computation period would exceed the amount of interest computed in respect of such period at the Maximum Permissible Rate, and all agreements, conditions or stipulations, if any, which may the amount of interest payable to the Lender on such date in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding respect of such period shall be computed at the Maximum Rate shall be without binding force or effect, Permissible Rate.
(c) If at law or in equity, any time and from time to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that time: (i) the credit or return amount of interest payable to any Excess Lender on any Interest Payment Date shall constitute be computed at the acceptance by each Obligor of such Excess, Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) each Obligor shall not seek or pursue in respect of any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess subsequent interest computation period the amount of interest otherwise payable to the Lender would be less than the amount of interest payable to the Lender computed at the Maximum Permissible Rate. For , then the purpose amount of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, interest payable to the extent permitted by Applicable Law, Lender in respect of such subsequent interest computation period shall continue to be amortized, prorated, allocated and spread in equal parts throughout computed at the full term Maximum Permissible Rate until the amount of the Obligations. Obligors, Agent and Lenders shall, interest payable to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and Lender shall equal the effects thereof. The provisions total amount of this Section 3.10 shall be deemed interest which would have been payable to be incorporated into every Loan Document (whether or not any provision the Lender if the total amount of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10preceding subsection (b).
Appears in 2 contracts
Sources: Loan and Security Agreement (BioScrip, Inc.), Loan and Security Agreement (BioScrip, Inc.)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as defined in the Deed of Trust) (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any provision contained in amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other Loan DocumentsDocuments or any other communication or writing by or between Borrower and Lender related to any of the Indebtedness, in no contingency or event whatsoever shall the aggregate of all amounts that are (ii) contracted for, charged or received by Agent reason of Lender’s exercise of the option to accelerate the maturity of the Note and/or any other portion of the Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any Lender pursuant to voluntary prepayment by Borrower of the terms of this Agreement or Note and/or any of the other Loan Documents Indebtedness, then it is Borrower’s and Lender’s express intent that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) amounts charged in excess of the Maximum Lawful Rate and (as defined in no event the Deed of Trust) shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note and/or any of the other Indebtedness (“Excess”or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against any such charge or receipt shall be other Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Lender shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note and/or other Indebtedness then owing by Borrower to Lender. All sums contracted for, charged or received by Lender for the use, forbearance or detention of any of the Indebtedness, including any portion of the debt evidenced by the Note shall, to the extent receivedpermitted by applicable law, shall be applied first amortized or spread, using the actuarial method, throughout the stated term of the Note and/or other Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note and/or other Indebtedness does not exceed the Maximum Lawful Rate from time to reduce the principal Obligations time in effect and the balance, if any, returned applicable to the Obligors, it being Note and/or the intent other Indebtedness for so long as any Indebtedness is outstanding. In no event shall the provisions of Chapter 346 of the parties hereto not Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of Note and/or any of the Obligations does not include other Indebtedness. Notwithstanding anything to the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest contrary contained herein or in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Lender to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 2 contracts
Sources: Construction Loan Agreement (Stratus Properties Inc), Construction Loan Agreement (Stratus Properties Inc)
Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documentsother agreement or document executed in connection herewith, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender Capital pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)applicable law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent Capital of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders Capital to charge or receive in any event, interest or any charges, amounts, amounts premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “"Interest”") in excess of the Maximum Rate maximum rate allowable under applicable law and in no event shall any Obligor Borrower be obligated to pay Interest exceeding such Maximum Ratemaximum rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrower to pay Interest exceeding the Maximum Rate maximum rate allowable under applicable law shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Ratemaximum rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate maximum rate allowable under applicable law (“"Excess”"), each Obligor Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the ObligorsBorrower, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends Capital does not intend to collect any unearned Interest interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2 of this Agreement, Agreement and the Maximum Ratemaximum rate of interest allowable under applicable law, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender Capital hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Lawapplicable law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrower of such Excess, and (ii) each Obligor Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderCapital, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Ratemaximum rate allowable under applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderCapital, all Interest interest at any time contracted for, charged or received from any Obligor Borrower in connection with this Agreement and any other agreement or document executed in connection herewith, any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrower and Lenders Capital shall, to the maximum extent permitted under Applicable Lawapplicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed recommitted by the ObligorsBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Section.
Appears in 2 contracts
Sources: Loan and Security Agreement (Stratus Services Group Inc), Loan and Security Agreement (Enetpc Inc)
Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documentsother agreement or document executed in connection herewith, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender MCI pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law Laws exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)Laws. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent MCI of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders MCI to charge or receive in any event, interest or any charges, amounts, amounts premiums or fees deemed interest by Applicable Law Laws (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate maximum rate allowable under Applicable Laws and in no event shall any Obligor Borrower be obligated to pay Interest exceeding such Maximum Ratemaximum rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrower to pay Interest exceeding the Maximum Rate maximum rate allowable under Applicable Laws shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Ratemaximum rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate maximum rate allowable under Applicable Laws (“Excess”), each Obligor Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the ObligorsBorrower, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends MCI does not intend to collect any unearned Interest interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2 of this Agreement, Agreement and the Maximum Ratemaximum rate of interest allowable under Applicable Laws, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender MCI hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable LawLaws. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrower of such Excess, and (ii) each Obligor Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderMCI, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Ratemaximum rate allowable under Applicable Laws. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderMCI, all Interest interest at any time contracted for, charged or received from any Obligor Borrower in connection with this Agreement and any other agreement or document executed in connection herewith, any of the Loan Documents shall, to the extent permitted by Applicable LawLaws, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrower and Lenders MCI shall, to the maximum extent permitted under Applicable LawLaws, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed recommitted by the ObligorsB▇▇▇▇▇▇▇, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Section.
Appears in 2 contracts
Sources: Loan and Security Agreement (Wellgistics Health, Inc.), Loan and Security Agreement (Wellgistics Health, Inc.)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent each Borrower Party and Lenders shall, to the maximum extent permitted under Applicable applicable Law, : (ia) characterize any non-principal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “Applicable Law” shall mean the Law in effect as of this Section 3.10 the Closing Date; provided, however, that in the event there is a change in Law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new Law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Franklin BSP Capital Corp), Revolving Credit Agreement (Franklin BSP Capital Corp)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower and Bank at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any provision contained in Note or any Loan Document, and the Related Indebtedness (or applicable United States federal law to the extent that it permits Bank to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged charged, taken, reserved or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsNote, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or any other communication or writing by or between Borrower and Bank related to the exercise by Agent of transaction or transactions that are the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Bank’s exercise of the option to accelerate the maturity of any Note and/or any and all indebtedness paid or payable by Borrower to Bank pursuant to any Loan Document other than any Note (such other indebtedness being referred to in this Section as the “Related Indebtedness”), or (c) Borrower will have paid or Bank will have received by reason of any prepayment by any Obligor Borrower of any of the ObligationsNote or Related Indebtedness, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums then it is Borrower’s and fees referred to herein collectively as “Interest”) Bank’s express intent that all amounts charged in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Rate theretofore collected by Bank shall be credited on the principal balance of any Note and/or the Related Indebtedness (“Excess”or, if any Note and the Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates that and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such charge Note, then Borrower and Bank agree that Bank shall, with reasonable promptness after Bank discovers or receipt is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to Bank. Borrower hereby agrees that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be abated for such time period) seeking usury penalties against Bank, Borrower will provide written notice to Bank, advising Bank in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Bank shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Bank. All sums contracted for, charged, taken, reserved or received by Bank for the use, forbearance or detention of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent receivedpermitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of such Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent provisions of Chapter 346 of the parties hereto not Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any Note and/or any of the Obligations does not include Related Indebtedness. Notwithstanding anything to the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest contrary contained herein or in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Bank to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 2 contracts
Sources: Loan Agreement (United Development Funding Income Fund V), Loan Agreement (United Development Funding IV)
Maximum Interest. Regardless The provisions of any provision contained in any this Agreement and of the Loan Documentsall agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Notes or any portion otherwise, shall the amount paid, or agreed to be paid, regardless of how denominated (herein "Interest"), to Lender for or in respect of the Obligationsuse, forbearance or retention of the exercise money loaned under the Notes exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any Obligor of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or the occurrence of fulfilled shall be reduced to such limit, and if, from any contingency circumstance whatsoever, Lender shall entitle Agent or Lenders to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest applicable Note in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted forthen due) or at the option of Lender be paid over to Borrower, charged or received and not to the payment of Interest. To the fullest extent permitted by Agent or any Lenderapplicable law, all Interest at (including any time contracted for, charged amounts or received from any Obligor in connection with any of the Loan Documents payments deemed to be Interest) paid or agreed to be paid to Lender shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligations. Obligors, Agent and Lenders shall, to principal balance of the applicable Note so that the Interest thereon for such full period will not exceed the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This Section will control all agreements between Borrower and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Lender.
Appears in 2 contracts
Sources: Loan Agreement (Service Merchandise Co Inc), Loan Agreement (Service Merchandise Co Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan Credit Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Credit Documents and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)applicable law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Credit Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Credit Documents, or the prepayment by any Obligor Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor Borrower stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal of such Obligations and the balance, if any, returned to the ObligorsBorrowers, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in this AgreementSection 2.5, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Credit Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Lawapplicable law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor such Borrower of such Excess, and (ii) each Obligor such Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor Borrowers in connection with any of the Loan Credit Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. ObligorsBorrowers, Agent and Lenders shall, to the maximum extent permitted under Applicable Lawapplicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 2.14 shall be deemed to be incorporated into every Loan Credit Document (whether or not any provision of this Section is referred to therein). All such Loan Credit Documents and communications relating to any Interest owed by any Obligor Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the ObligorsBorrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.102.14.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.), Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.)
Maximum Interest. Regardless of Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Receivables Sale and Contribution Agreement (StarTek, Inc.), Receivables Sale Agreement (Nabors Industries LTD)
Maximum Interest. Regardless It is the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under applicable Texas law) governing the maximum non-usurious rate or non-usurious amount of interest payable on the Note or the Obligations. If the applicable Texas law is ever judicially interpreted so as to render usurious any provision contained in amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any other Loan Documents, or any other communication or writing by or between Borrower and Lender related to the Indebtedness or to the transaction or transactions that are the subject matter of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are ; (ii) contracted for, charged charged, taken, reserved, or received by Agent or any Lender pursuant to the terms reason of this Agreement or any Lender’s exercise of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right option to accelerate the payment or the maturity of all the Note and/or the Obligations; or (iii) Borrower has paid or Lender has received by reason of any portion voluntary prepayment by Borrower of the Note and/or the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums then it is Borrower’s and fees referred to herein collectively as “Interest”) Lender’s intent that all amounts charged in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Rate that have been collected by Lender shall be credited on the principal balance of the Note and/or the Obligations (“Excess”or, if the Note and all Obligations have been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates and that the provisions of the Note and the other Loan Documents immediately be deemed reformed to reduce the amounts thereafter collectible under the Note and other Loan Documents, without the necessity of the execution of any new document, to comply with the applicable law, but to permit the recovery of the fullest amount otherwise called for; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either refund such charge or receipt excess interest to Borrower and/or credit such excess interest against any Obligations then owing by Borrower to Lender. As a condition precedent to any claim seeking usury penalties against Lender, Borrower agrees that it shall be provide written notice to Lender, advising Lender in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Lender shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note and/or (CYPRESS/FAIRFIELD) the Obligations then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved, or received by Lender for the use, forbearance, or detention of any debt evidenced by the Note and/or the Obligations shall, to the extent receivedpermitted by applicable law, shall be applied first to reduce amortized or spread, using the principal Obligations and actuarial method, throughout the balance, if any, returned to the Obligors, it being the intent stated term of the parties hereto not to enter into an usurious Note and/or the Obligations (including all renewal and extension periods) until payment in full so that the rate or otherwise illegal relationship. The right to accelerate amount of interest on account of the maturity of any of Note and/or the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and exceed the Maximum Rate, such an unintentional result could inadvertently occurRate from time to time in effect and applicable to the Note and/or the Obligations for so long as Debt is outstanding. All monies paid The provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) shall not apply to Agent the Note and/or the Obligations. Notwithstanding anything to the contrary contained herein or any Lender hereunder or under in any of the other Loan Documents, whether it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at maturity the time of such acceleration or by prepayment, shall be subject to any rebate collect unearned interest at the time of unearned Interest as and to such acceleration. To the extent required by Applicable Lawthat Lender is relying on Chapter 303 of the Texas Finance Code to determine the Maximum Rate payable on any such Note and/or any other portion of the Indebtedness, Lender shall utilize the weekly ceiling from time to time in effect as provided in such Chapter 303. By To the execution extent United States federal law permits Lender to contract for, charge, take, receive or reserve a greater amount of this Agreementinterest than under Texas law, each Obligor covenants that (i) the credit or return of any Excess Lender shall constitute the acceptance by each Obligor rely on United States federal law instead of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess Chapter 303 for the purpose of determining the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shallAdditionally, to the extent permitted by Applicable Lawapplicable law now or hereafter in effect, be amortizedLender may, proratedat its option and from time to time, allocated and spread in equal parts throughout utilize any other method of establishing the full term of the Obligations. ObligorsMaximum Rate under such Chapter 303 or under other applicable law by giving notice, Agent and Lenders shallif required, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment Borrower as an expense, fee provided by applicable law now or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10hereafter in effect.
Appears in 2 contracts
Sources: Construction Loan Agreement, Construction Loan Agreement (CNL Growth Properties, Inc.)
Maximum Interest. Regardless of Notwithstanding anything in this Intercompany Loan to the contrary, the Borrower shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Intercompany Loan Documentswould exceed the Highest Lawful Rate, in no contingency or event whatsoever if the MNK Lender shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Intercompany Loan to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Borrower under this Intercompany Loan shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be refunded to the Borrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any the MNK Lender pursuant to the terms of under this Agreement or any of the other Intercompany Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the MNK Lender (such Highest Lawful Rate being herein called the “MNK Lender’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the MNK Lender (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the MNK Lender in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the MNK Lender on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the MNK Lender’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the MNK Lender would be less than the amount of interest payable to the MNK Lender computed at the MNK Lender’s Maximum Permissible Rate, then the amount of interest payable to the MNK Lender in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the MNK Lender’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the MNK Lender shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose MNK Lender if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Mallinckrodt PLC), Purchase and Sale Agreement (Mallinckrodt PLC)
Maximum Interest. Regardless (a) In no event shall the interest charged with respect to the Loans, the Notes or any other Obligations of any provision contained in any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the Loan Documentsjurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in no contingency the amount of the Commitments.
(b) Notwithstanding anything to the contrary herein or event whatsoever shall elsewhere, if at any time the aggregate rate of all amounts that are contracted for, charged or received by Agent interest payable for the account of any Lender hereunder or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law Document (the “Stated Rate”) would exceed the highest rate permissible of interest permitted under any Applicable Law applicable law to be charged by such Lender (the “Maximum Lawful Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively then for so long as “Interest”) in excess of the Maximum Lawful Rate and in no event would be so exceeded, the rate of interest payable for the account of such Lender shall any Obligor be obligated equal to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Lawful Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates ; provided that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted forthereafter the Stated Rate is less than the Maximum Lawful Rate, charged or received from any Obligor in connection with any of the Loan Documents Borrower shall, to the extent permitted by Applicable Lawlaw, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be amortizedthe Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorated, allocated and spread in equal parts throughout which event this provision shall again apply.
(c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender.
(d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, 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.
(e) If any Lender has received interest hereunder in excess of the Obligations. ObligorsMaximum Lawful Rate with respect to such Lender, Agent and Lenders shall, such excess amount shall be applied to the maximum extent permitted under Applicable Lawreduction of the outstanding principal balance of its Loans or to other amounts (other than interest) payable hereunder, (i) characterize any non-and if no such principal payment as an expenseor other amounts are then outstanding, fee such excess or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 part thereof remaining shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect paid to the adjustments or credits required by this Section 3.10Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Medical Staffing Network Holdings Inc), Credit Agreement (Medical Staffing Network Holdings Inc)
Maximum Interest. Regardless of any (a) No provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate Revolving Note shall require the payment to any Lender or permit the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment collection by any Obligor Lender of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the maximum rate permitted by applicable law (the "Maximum Rate Lawful Rate").
(b) If the amount of interest computed without giving effect to this Section 2.18 and payable on any interest payment date in no event shall respect of the preceding interest computation period would exceed the amount of interest computed in respect of such period at the maximum rate of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to any Obligor be obligated Lender (such maximum rate being such Lender's "Maximum Permissible Rate"), the amount of interest payable to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may Lender on such date in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate respect of such period shall be without binding force or effect, computed at law or in equity, such Lender's Maximum Permissible Rate.
(c) If at any time and from time to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that time (i) the credit or return amount of interest payable to any Excess Lender on any interest payment date shall constitute be computed at such Lender's Maximum Permissible Rate pursuant to the acceptance by each Obligor of such Excess, preceding paragraph (b) and (ii) each Obligor in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at such Lender's Maximum Permissible Rate, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at such Lender's Maximum Permissible Rate until the amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating Lender shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for such Lender if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10preceding paragraph (b).
Appears in 2 contracts
Sources: Credit Agreement (Finlay Enterprises Inc /De), Credit Agreement (Finlay Enterprises Inc /De)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent each Borrower Party and Lenders shall, to the maximum extent permitted under Applicable Law, applicable law: (ia) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “applicable law” shall mean the law in effect as of this Section 3.10 the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Acadia Realty Trust), Revolving Credit Agreement (Acadia Realty Trust)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrowers and Additional Borrowers and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by the Note or any provision contained in other Loan Document (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are amount (a) contracted for, charged charged, taken, reserved or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsNote, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or any other communication or writing by or between Borrowers and Additional Borrowers and Lender related to the exercise by Agent of transaction or transactions that are the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Lender's exercise of the option to accelerate the maturity of the Note and/or any and all indebtedness paid or payable by Borrowers and Additional Borrowers to Lender pursuant to any Loan Document other than the Note, or (c) Borrowers or Additional Borrowers will have paid or Lender will have received by reason of any prepayment by any Obligor of any Borrowers and Additional Borrowers of the ObligationsNote, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums then it is Borrowers and fees referred to herein collectively as “Interest”) Additional Borrowers' and Lender's express intent that all amounts charged in excess of the Maximum Lawful Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note (“Excess”or, if the Note has been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates and the provisions of the Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrowers and Additional Borrowers and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrowers and Additional Borrowers and/or credit such excess interest against the Note then owing by Borrowers and Additional Borrowers to Lender. Borrowers and Additional Borrowers hereby agree that as a condition precedent to any claim or counterclaim (in which event such charge or receipt proceeding shall be abated for such time period) seeking usury penalties against Lender, Borrowers and Additional Borrowers will provide written notice to Lender, advising Lender in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Lender shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrowers and Additional Borrowers or crediting such excess interest against the Note to which the alleged violation relates. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention of any debt evidenced by the Note shall, to the extent receivedpermitted by applicable law, shall be applied first amortized or spread, using the actuarial 18 7435458 v3 (78055.00044.000) method, throughout the stated term of the Note (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note does not exceed the Maximum Lawful Rate from time to reduce the principal Obligations time in effect and the balance, if any, returned applicable to the Obligors, it being Note for so long as debt is outstanding. In no event shall the intent provisions of Chapter 346 of the parties hereto not Texas Finance Code which regulates certain revolving credit loan accounts and revolving triparty accounts apply to enter into an usurious the Note. Notwithstanding anything to the contrary contained herein or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Lender to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 2 contracts
Sources: Master Credit Facility Agreement (Hartman vREIT XXI, Inc.), Master Credit Facility Agreement (Hartman vREIT XXI, Inc.)
Maximum Interest. Regardless (a) In no event shall the interest charged with respect to any Loan or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any provision contained in other applicable jurisdiction. *Certain portions of these exhibits have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(b) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable for the Loan Documents, in no contingency or event whatsoever shall the aggregate account of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to hereunder (the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law “Stated Rate”) would exceed the highest rate permissible of interest permitted under any Applicable applicable Law to be charged by such Lender (the “Maximum Lawful Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively then for so long as “Interest”) in excess of the Maximum Lawful Rate and in no event would be so exceeded, the rate of interest payable for the account of such Lender shall any Obligor be obligated equal to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Lawful Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates ; provided that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted forthereafter the Stated Rate is less than the Maximum Lawful Rate, charged or received from any Obligor in connection with any of the Loan Documents Borrower shall, to the extent permitted by Applicable Law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest that such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be amortizedthe Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorated, allocated and spread in equal parts throughout which event this provision shall again apply.
(c) In no event shall the total interest received by any Lender exceed the amount that such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate.
(d) If any Lender has received interest hereunder in excess of the Obligations. ObligorsMaximum Lawful Rate, Agent and Lenders shall, such excess amount shall be applied to the maximum extent permitted under Applicable Lawreduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, (i) characterize any non-and if no such principal payment as an expenseor other amounts are then outstanding, fee such excess or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 part thereof remaining shall be deemed paid to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Borrower.
Appears in 2 contracts
Sources: Loan Agreement (Asac Ii Lp), Loan Agreement (Asac Ii Lp)
Maximum Interest. Regardless of any (a) No provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate Revolving Note shall require the payment to any Lender or permit the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment collection by any Obligor Lender of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the maximum rate permitted by applicable law (the "Maximum Rate Lawful Rate").
(b) If the amount of interest computed without giving effect to this Sect ion 2.18 and payable on any interest payment date in no event shall respect of the preceding interest computation period would exceed the amount of interest computed in respect of such period at the maximum rate of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to any Obligor be obligated Lender (such maximum rate being such Lender's "Maximum Permissible Rate"), the amount of interest payable to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may Lender on such date in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate respect of such period shall be without binding force or effect, computed at law or in equity, such Lender's Maximum Permissible Rate.
(c) If at any time and from time to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that time (i) the credit or return amount of interest payable to any Excess Lender on any interest payment date shall constitute be computed at such Lender's Maximum Permissible Rate pursuant to the acceptance by each Obligor of such Excess, preceding paragraph (b) and (ii) each Obligor in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at such Lender's Maximum Permissible Rate, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at such Lender's Maximum Permissible Rate until the amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating Lender shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for such Lender if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10preceding paragraph (b).
Appears in 2 contracts
Sources: Credit Agreement (Finlay Enterprises Inc /De), Credit Agreement (Finlay Fine Jewelry Corp)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent each Borrower Party and Lenders shall, to the maximum extent permitted under Applicable applicable Law, : (ia) characterize any non-principal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “applicable Law” shall mean the Law in effect as of this Section 3.10 the Closing Date; provided, however, that in the event there is a change in Law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new Law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 2 contracts
Sources: Revolving Credit Agreement (AGTB Private BDC), Revolving Credit Agreement (Carlyle Secured Lending III)
Maximum Interest. Regardless The interest rate(s) charged under this Deed of any provision contained in Trust, the other Indenture Documents and other evidences of the Note Obligations may vary from time to time. For purposes of enforcing this Deed of Trust, if any of the Loan Documentsterms or provisions of this Deed of Trust, in no contingency any other Indenture Documents or event whatsoever shall other evidences of the aggregate Note Obligations are susceptible of all amounts that are contracted for, charged being construed as binding or received by Agent obligating Grantor or any Lender pursuant other Persons or concerns obligated, either primarily, secondarily or conditionally, for the payment of any debt, whether or not secured hereby, under any circumstances or contingencies whatsoever, to pay interest or loan charges in excess of the maximum amounts permitted by applicable law from time to time, it is agreed that, for purposes of enforcing this Deed of Trust, such terms or provisions are a mistake in calculation or wording and, notwithstanding the same, it is expressly agreed that, for purposes of enforcing this Deed of Trust, neither Grantor, nor any other Person or concern obligated in any manner on any such indebtedness, shall ever be required or obligated under the terms of this Agreement or any Deed of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsTrust, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, pay interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) loan charges in excess of the Maximum Rate and in no event shall any Obligor be obligated maximum amounts permitted by applicable law from time to pay Interest exceeding such Maximum Ratetime, and all agreementsif, conditions for any reason whatsoever, the interest or stipulationsloan charges paid on the indebtedness secured by this Deed of Trust shall exceed the maximum amounts permitted by applicable law from time to time, if anythen, which may in any event or contingency whatsoever operate to bindfor purposes of enforcing this Deed of Trust, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate holder(s) of this Deed of Trust receiving such excess shall be without binding force or effect, either (at law or in equity, the option of such holder(s)) refund to the extent only payor or credit against the principal of the excess indebtedness evidenced thereby such portion of Interest over such Maximum Rate. If any Interest is charged or received with respect interest and loan charges as may be necessary to cause the Obligations in excess of interest and loan charges paid on the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be indebtedness secured hereby to equal the result of an accident and bona fide errormaximum amounts permitted by applicable law from time to time, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10no more.
Appears in 2 contracts
Sources: Deed of Trust (Aventine Renewable Energy Holdings Inc), Deed of Trust (Aventine Renewable Energy Holdings Inc)
Maximum Interest. Regardless The provisions of any provision contained in any this Security Deed and of the Loan Documentsall agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent or any Lender pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Notes or any portion otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Lender for the use, forbearance or retention of the Obligationsmoney loaned under the Notes exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or the exercise fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any Obligor of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or the occurrence of fulfilled shall be reduced to such limit and if, from any contingency circumstance whatsoever, Lender shall entitle Agent or Lenders to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall maximum lawful amount, an amount equal to any Obligor be obligated to pay excessive Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the reduction of the principal Obligations and balance owing under the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest Notes in the event inverse order of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at its maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or at the option of Lender be paid over to Borrower, and not to the payment of Interest. All Interest (including any Excess has been amounts or payments judicially or otherwise under law deemed to be Interest) contracted for, charged charged, taken, reserved, paid or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents agreed to be paid to Lender shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. ObligorsNotes, Agent including any extensions and Lenders shall, to renewals thereof until payment in full of the principal balance of the Notes so that the Interest thereon for such full term will not exceed at any time the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This Section will control all agreements between Borrower and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Lender.
Appears in 2 contracts
Sources: Deed to Secure Debt and Security Agreement (Sun Communities Inc), Deed to Secure Debt and Security Agreement (Sun Communities Inc)
Maximum Interest. Regardless (a) In no event shall the interest charged with respect to the Loans, the Notes or any other Obligations of any provision contained in any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the Loan Documentsjurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in no contingency the amount of the Commitments.
(b) Notwithstanding anything to the contrary herein or event whatsoever shall elsewhere, if at any time the aggregate rate of all amounts that are contracted for, charged or received by Agent interest payable for the account of any Lender hereunder or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law Document (the “Stated Rate”) would exceed the highest rate permissible of interest permitted under any Applicable Law applicable law to be charged by such Lender (the “Maximum Lawful Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively then for so long as “Interest”) in excess of the Maximum Lawful Rate and in no event would be so exceeded, the rate of interest payable for the account of such Lender shall any Obligor be obligated equal to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Lawful Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates ; provided that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted forthereafter the Stated Rate is less than the Maximum Lawful Rate, charged or received from any Obligor in connection with any of the Loan Documents Borrowers shall, to the extent permitted by Applicable Lawlaw, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be amortizedthe Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorated, allocated and spread in equal parts throughout which event this provision shall again apply.
(c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender.
(d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, 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.
(e) If any Lender has received interest hereunder in excess of the Obligations. ObligorsMaximum Lawful Rate with respect to such Lender, Agent and Lenders shall, such excess amount shall be applied to the maximum extent permitted under Applicable Lawreduction of the outstanding principal balance of its Loans or to other amounts (other than interest) payable hereunder, (i) characterize any non-and if no such principal payment as an expenseor other amounts are then outstanding, fee such excess or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 part thereof remaining shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect paid to the adjustments or credits required by this Section 3.10Borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Curative Health Services Inc), Credit Agreement (Curative Health Services Inc)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Transferor under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Transferor (such Highest Lawful Rate being herein called the “Transferor’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Transferor (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Transferor in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Transferor on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Transferor’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Transferor would be less than the amount of interest payable to the Transferor computed at the Transferor’s Maximum Permissible Rate, then the amount of interest payable to the Transferor in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Transferor’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Transferor shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Transferor if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Sale and Contribution Agreement (Arch Coal Inc), Sale and Contribution Agreement (Alliance Resource Partners Lp)
Maximum Interest. Regardless of (a) Anything in this Agreement or the Bank Note to the contrary notwithstanding, the Authority shall never be required to pay unearned interest on any provision contained Advance or the Bank Note and shall never be required to pay interest on any Advance or the Bank Note at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may, in no contingency under applicable federal law and applicable state law (including specifically Chapter 1204, Texas Government Code, as amended), be contracted for, charged or event whatsoever received under such laws (such maximum non-usurious interest rate being the “Highest Lawful Rate”), and if the effective rate of interest which would otherwise be payable under this Agreement and the Bank Note would exceed the Highest Lawful Rate, or if the Bank shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Authority on any Advance under this Agreement and the Bank Note to a rate in excess of the Highest Lawful Rate, then
(i) the amount of interest which would otherwise be payable by the Authority on any Advance under this Agreement and the Bank Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Authority or any interest paid by the Authority in excess of the Highest Lawful Rate shall, at the option of the Bank, be either refunded to the Authority or credited on the principal of the applicable Advance and the Bank Note. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or the Bank on any Lender pursuant to Advance under the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the ObligationsBank Note, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in under this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Bank, and shall be made, to the extent permitted by usury laws applicable to the Bank (now or not any Excess has been contracted forhereafter enacted), charged or received by Agent or any Lenderamortizing, prorating and spreading in equal parts during the period of the full stated term of the applicable Advances, evidenced by the Bank Note, all Interest interest at any time contracted for, charged or received from any Obligor by the Bank in connection with therewith. If at any time and from time to time (i) the amount of interest payable to the Loan Documents shallBank on any date shall be computed at the Highest Lawful Rate pursuant to this Section 3.4 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Bank would be less than the amount of interest payable to the Bank computed at the Highest Lawful Rate, then to the extent permitted by Applicable Lawlaw the amount of interest payable to the Bank in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Bank shall equal the total amount of interest which would have been payable to the Bank if the total amount of interest had been computed without giving effect to this Section 3.4 and shall continue to be payable, be amortizedbut in no event beyond the Maximum Maturity Date until the Bank has been paid in full for all such amounts. In determining whether or not the interest paid or payable, proratedunder any specific contingency, allocated exceeds the Highest Lawful Rate, the Authority and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders Bank shall, to the maximum extent permitted under Applicable Law, usury laws applicable to the Bank (now or hereafter enacted),
(i) characterize any non-principal payment as an expense, fee or premium rather than as Interest interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions Notwithstanding anything to the contrary contained herein, if any fee or interest payable hereunder is calculated on a basis other than a year of this Section 3.10 365 or 366 days (as the case may be), and if such calculation would result in usurious rate, then such fees and interest shall be deemed calculated on a per annum basis of a year of 365 or 366 days, as the case may be.
(b) Chapter 346, Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not apply to be incorporated into every Loan Document (whether this Agreement or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Bank Note.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in
(a) In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, interest and other charges charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law hereunder exceed the highest rate permissible under applicable law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under applicable law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under applicable law; (ii) such excess amount shall be first applied to any Applicable Law unpaid principal balance owed by Borrowers; and (iii) if the “Maximum Rate”then remaining excess amount is greater than the previously unpaid principal balance, the applicable Lender shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.
(b) If the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under the Credit Documents would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada). No agreements, conditionsSection 8 of the Interest Act (Canada) or any successor or similar legislation (including any usury law in the U.S.), provisions or stipulations contained in would exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received such Lender shall apply such excess against the outstanding Loans and refund any further excess amount to the applicable Borrower.
(c) If any provision of this Agreement or any other Credit Document would obligate Borrowers or a Credit Party to make any payment of the interest or other Loan Documents amount payable to any Lender in an amount or the exercise calculated at a rate which would be prohibited by Agent of the right to accelerate the payment law or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained would result in any of the Loan Documents, or the prepayment a receipt by any Obligor Lender of any interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, chargesas the case may be, amountsas would not be so prohibited by law or result in a receipt by such Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows:
(i) first, by reducing the amount or rate of interest required to be paid to such Lender under this Section 4.06; and
(ii) thereafter, by reducing any fees, commissions, premiums and fees referred other amounts required to herein collectively as “Interest”be paid to such Lender which would constitute interest for purposes of the Criminal Code (Canada) or other applicable law; provided that, notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender receives an amount in excess of the Maximum Rate and maximum permitted by the Criminal Code (Canada) or other Applicable Law, then Borrowers shall be entitled, by notice in no event shall any Obligor be obligated writing to pay Interest exceeding such Maximum RateLender, to obtain reimbursement from such Lender in an amount equal to the excess, and all agreementspending reimbursement, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only amount of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether an amount payable by such Lender to Borrowers and shall be promptly paid to Borrowers. Any amount or not any provision rate of this Section is interest referred to thereinin this Agreement 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). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein ) 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 earlier of the date of advance and the Closing Date to the relevant Maturity Date, the Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, as applicable, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the sole purpose purposes of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.that determination.
Appears in 2 contracts
Sources: Credit Agreement (Goodness Growth Holdings, Inc.), Credit Agreement (Goodness Growth Holdings, Inc.)
Maximum Interest. Regardless of any (a) No provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate shall require the payment to the Lender or permit the maturity collection by the Lender of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the maximum rate of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the Lender Debt and binding on the Lender (such maximum rate being the Lender's "Maximum Rate and Permissible Rate").
(b) If the amount of interest (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in no event shall any Obligor be obligated to pay Interest exceeding respect of the preceding interest computation period would exceed the amount of interest computed in respect of such period at the Maximum Permissible Rate, and all agreements, conditions or stipulations, if any, which may the amount of interest payable to the Lender on such date in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding respect of such period shall be computed at the Maximum Rate shall be without binding force or effect, Permissible Rate.
(c) If at law or in equity, any time and from time to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that time: (i) the credit or return amount of interest payable to any Excess Lender on any Interest Payment Date shall constitute be computed at the acceptance by each Obligor of such Excess, Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) each Obligor shall not seek or pursue in respect of any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess subsequent interest computation period the amount of interest otherwise payable to the Lender would be less than the amount of interest payable to the Lender computed at the Maximum Permissible Rate. For , then the purpose amount of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, interest payable to the extent permitted by Applicable Law, Lender in respect of such subsequent interest computation period shall continue to be amortized, prorated, allocated and spread in equal parts throughout computed at the full term Maximum Permissible Rate until the amount of the Obligations. Obligors, Agent and Lenders shall, interest payable to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and Lender shall equal the effects thereof. The provisions total amount of this Section 3.10 shall be deemed interest which would have been payable to be incorporated into every Loan Document (whether or not any provision the Lender if the total amount of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10preceding subsection (b).
Appears in 2 contracts
Sources: Loan and Security Agreement (Physicians Clinical Laboratory Inc), Loan and Security Agreement (Nu Tech Bio Med Inc)
Maximum Interest. Regardless of Notwithstanding anything in this Loan Agreement to the contrary, the Borrower shall never be required to pay unearned interest on any provision contained in any amount outstanding hereunder and shall never be required to pay interest on the outstanding principal amount of the Intercompany Loans at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Loan DocumentsAgreement would exceed the Highest Lawful Rate, in no contingency or event whatsoever if the Holder shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Loan Agreement to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Borrower under this Loan Agreement shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be refunded to the Borrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent the Holder or any Lender pursuant to the terms of Originator under this Loan Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Intercompany Lender or not any Excess Originator (such Highest Lawful Rate being herein called the “Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Holder (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from by the Holder or any Obligor Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Holder or any non-principal payment as an expense, fee or premium rather than as Interest Originator on any date shall be computed at the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Holder or such Originator would be less than the amount of interest payable to the Holder or such Originator computed at the Maximum Permissible Rate, then the amount of interest payable to the Holder or such Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether computed at the Maximum Permissible Rate until the total amount of interest payable to the Holder or not any provision such Originator shall equal the total amount of this Section is referred interest which would have been payable to therein). All the Holder or such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10.provisions of the foregoing sentence. Exhibit B-7 Purchase and Sale Agreement
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De)
Maximum Interest. Regardless of Notwithstanding anything in this RPSA Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this RPSA Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this RPSA Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this RPSA Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this RPSA Subordinated Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and RPSA Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Receivables Purchase and Sale Agreement (Volt Information Sciences, Inc.), Receivables Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Maximum Interest. Regardless The invalidity, or unenforceability in particular circumstances, of any provisions of this Deed of Trust shall not extend beyond such provision contained in such circumstances and no other provision of this Deed of Trust shall be affected thereby. It is the intention of the parties hereto to comply with the applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in the Note or any instrument evidencing the Indebtedness, or in this Deed of Trust or any of the Loan Documentsdocuments or instruments securing payment of the Indebtedness or otherwise relating thereto, in no contingency or event whatsoever shall the aggregate Note or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If any such excess interest is contracted for, charged or received, under the Note or any instrument evidencing the Indebtedness, or under this Deed of Trust or under the terms of any of the other documents securing payment of the Indebtedness or otherwise relating thereto, or in the event the maturity of any of the Indebtedness is accelerated in whole or in part, or in the event that all amounts or part of the principal or interest of the Indebtedness shall be prepaid, so that are under any of such circumstances, the amount of interest contracted for, charged or received by Agent under the Note or any Lender pursuant to instruments evidencing the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the ObligationsIndebtedness, or the exercise under this Deed of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder Trust or under any of the other Loan Documents, whether at maturity instruments securing payment of the Indebtedness or by prepaymentotherwise relating thereto, shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Grantors nor any other person or entity now or hereafter liable for the payment of the Note or any instrument evidencing the Indebtedness shall be subject obligated to any rebate pay the amount of unearned Interest as and such interest to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest it is in excess of the Maximum Ratemaximum amount of interest permitted by the applicable usury laws, (c) any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount of the Indebtedness or refunded to Grantors, at the holder's option, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. For It is further agreed that without limitation of the purpose foregoing, all calculations of determining whether or not any Excess has been the rate of interest contracted for, charged or received by Agent under the Note, or any Lenderinstrument evidencing the Indebtedness, or under this Deed of Trust or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by the applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Note or the instruments evidencing the Indebtedness, all Interest interest at any time contracted for, charged or received from any Obligor Grantors or otherwise by the holder or holders hereof in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10loans.
Appears in 2 contracts
Sources: Letter Loan Agreement (Rawson Koenig Inc), Letter Loan Agreement (Rawson Koenig Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsIn no event shall interest, in no contingency charges or event whatsoever shall the aggregate of all other amounts that are contracted for, charged or received by Agent or any Lender the Agents and the Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “Maximum Ratemaximum rate”). No agreementsIf, conditionsin any period, provisions or stipulations contained any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in this Agreement or any a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the other Loan Documents or amount of interest which would have accrued if it had not been limited by the exercise by Agent of the right to accelerate the maximum rate. If, upon payment or the maturity of all or any portion in full, in cash, of the Obligations, or the exercise total amount of any option whatsoever contained in any interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Applicable Agent, for the account of the Applicable Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the prepayment amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by any Obligor of Agent or any Lender), and upon payment in full, in cash of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate balance shall be without binding force or effect, at law or in equity, refunded to the extent only of the excess of Interest over such Maximum RateBorrowers. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of In determining whether or not any Excess excess interest has been contracted for, charged or received by any Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor the Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, If any provision of this Agreement would oblige a Canadian Loan Party to make any payment of interest or other amount payable to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments Agents and the effects thereof. The provisions Lenders in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Agents and the Lenders of this Section 3.10 “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 have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be incorporated into every Loan Document so prohibited by Applicable Law or so result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (whether but only to the extent necessary), as follows: (a) first, by reducing the amount or not rate of interest; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Section is referred Agreement that would oblige a Canadian Loan Party to therein). All pay any fine, penalty or rate of interest on any arrears of principal of interest secured by a mortgage or hypothec on Real Estate that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Loan Documents and communications relating Party, which shall be required to any Interest owed by any Obligor and all figures set forth therein shall, for pay interest on money in arrears at the sole purpose same rate of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10interest payable on principal money not in arrears.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks Group Inc.)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to the Agent and each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to the Agent or such Lender limiting rates of interest which may be charged or collected by the Agent or such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of other jurisdiction whose laws may be mandatorily applicable) with respect to the Loan DocumentsAgent or a Lender then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows:
(a) the provisions of this Section shall govern and control; (b) the aggregate of all amounts consideration which constitutes interest under applicable law that are is contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity aforesaid agreements or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor otherwise in connection with this Agreement by the Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the "Highest Lawful Rate"), and any excess shall be credited to the Borrower by the Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Agent or such Lender for the use, forbearance and detention of the Loan Documents Indebtedness of the Borrower to the Agent or such Lender hereunder shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such Indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2 together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, Agent exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and Lenders shall, any such fees to accrue to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee Agent or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of such Lender pursuant to this Section 3.10 Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be incorporated into every Loan Document (whether interest equals the amount of interest which would have accrued to the Agent or not any provision such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Section.
Appears in 2 contracts
Sources: Term Loan Agreement (Noble Energy Inc), Term Loan Agreement (Noble Energy Inc)
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness and the Obligations (or applicable United States federal law to the extent that it permits Beneficiary to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any provision contained in amount (i) contracted for, charged, taken, reserved or received pursuant to the Indebtedness and the Obligations, any of the other Loan Documents or any other communication or writing by or between Grantor and Beneficiary related to the transaction or transactions that are the subject matter of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are (ii) contracted for, charged or received by Agent or any Lender pursuant to the terms reason of this Agreement or any Beneficiary's exercise of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any Note and/or Indebtedness and the Obligations, or (iii) Grantor will have paid or Beneficiary or any Lender will have received by reason of any voluntary prepayment by Grantor of any Note and/or the Indebtedness or the Obligations, then it is Grantor's and Beneficiary's express intent that all amounts charged in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Beneficiary shall be credited on the principal balance of the Notes and/or the Indebtedness and the Obligations (or, if the Notes and all Indebtedness and the Obligations have been or would thereby be paid in full, refunded to Grantor), and the provisions of the Notes and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Notes have been paid in full before the end of the stated term of the Notes, then Grantor and Beneficiary agree that Beneficiary shall, with reasonable promptness after Beneficiary discovers or is advised by Grantor that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Grantor and/or credit such excess interest against the Notes and/or any Indebtedness or the Obligations then owing by Grantor to Beneficiary and Lenders. All sums contracted for, charged or received by Beneficiary for the use, forbearance or detention of any debt evidenced by the Notes and/or the Indebtedness or the Obligations shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of the Notes and/or the Indebtedness and the Obligations (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Notes and/or the Indebtedness and the Obligations does not include exceed the right Maximum Lawful Rate from time to accelerate any Interest that has not otherwise accrued on time in effect and applicable to the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in Notes and/or the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, Indebtedness and the Maximum Rate, such an unintentional result could inadvertently occurObligations for so long as debt is outstanding. All monies paid In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to Agent the Notes and/or the Indebtedness and the Obligations. Notwithstanding anything to the contrary contained herein or any Lender hereunder or under in any of the other Loan Documents, whether at it is not the intention of Beneficiary to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Leases (Harland Financial Solutions, Inc.), Deed of Trust, Security Agreement, Assignment of Rents and Leases (Harland Financial Solutions, Inc.)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”a) in excess of the Maximum Rate and in In no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is interest charged or received with respect to the Obligations in excess Notes or any other obligations of the Maximum Rate Company under the Financing Documents exceed the maximum amount permitted under the laws of the State of Georgia or of any other applicable jurisdiction.
(“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, b) Notwithstanding anything to the extent received, shall be applied first to reduce the principal Obligations and the balancecontrary herein or elsewhere, if any, returned to at any time the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates rate of interest set forth in this Agreement, and payable for the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or account of any Lender hereunder or under any Note or other Financing Document (the "STATED RATE") would exceed the highest rate of interest permitted under any applicable law to be charged by such Lender (the other Loan Documents"MAXIMUM LAWFUL RATE"), whether at maturity or by prepaymentthen for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable for the account of such Lender shall be subject to any rebate of unearned Interest as and equal to the extent required by Applicable Law. By the execution of this AgreementMaximum Lawful Rate; provided, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest if at any time contracted forthereafter the Stated Rate is less than the Maximum Lawful Rate, charged or received from any Obligor in connection with any of the Loan Documents Company shall, to the extent permitted by Applicable Lawlaw, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be amortizedthe Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorated, allocated and spread in equal parts throughout which event this provision shall again apply.
(c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender.
(d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, 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.
(e) If any Lender has received interest hereunder in excess of the Obligations. ObligorsMaximum Lawful Rate with respect to such Lender, Agent and Lenders shall, such excess amount shall be applied to the maximum extent permitted under Applicable Lawreduction of the principal balance of its Loans or to other amounts (other than interest) payable hereunder, (i) characterize any non-and if no such principal payment as an expenseor other amounts are then outstanding, fee such excess or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 part thereof remaining shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect paid to the adjustments or credits required by this Section 3.10Company.
Appears in 2 contracts
Sources: Credit Agreement (Horizon Medical Products Inc), Credit Agreement (Horizon Medical Products Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsIn no event shall interest, in no contingency charges or event whatsoever shall the aggregate of all other amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “Maximum Ratemaximum rate”). No agreementsIf, conditionsin any month, provisions or stipulations contained any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in this Agreement or any a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the other Loan Documents or amount of interest which would have accrued if it had not been limited by the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion maximum rate. If, upon Full Payment of the Obligations, or the exercise total amount of any option whatsoever contained in any interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrower shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the prepayment by amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Obligor Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate balance shall be without binding force or effect, at law or in equity, refunded to the extent only of the excess of Interest over such Maximum RateBorrower. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of In determining whether or not any Excess excess interest has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrower in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 2 contracts
Sources: Loan and Security Agreement (South Texas Supply Company, Inc.), Loan and Security Agreement (McJunkin Red Man Holding Corp)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder or under the Notes and charged or received by Agent or any Lender collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, pursuant to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and Notes exceed the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid nor shall any provisions hereof be construed as a contract to Agent pay for the use, forbearance or any Lender hereunder or under any detention of the other Loan Documents, whether money with interest at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole a rate or in part upon contracting for, charging or receiving any Interest an amount in excess of the Maximum Rate. For If any provisions of this Agreement or the purpose Notes contravene any Applicable Law, such provisions shall be deemed amended to conform to such Applicable Law. Notwithstanding anything to the contrary contained herein, no provision of this Agreement or the Notes shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement, the Notes or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrowers nor the sureties, guarantors, successors or assigns of Borrowers shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Agreement and the Notes; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Borrowers. In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents Borrowers and Lender shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (ia) characterize any non-principal payment as an expense, fee fee, or premium rather than as Interest and interest, (iib) exclude voluntary prepayments and the effects thereof. The provisions , and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents Agreement and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, the Notes so that the interest for the sole purpose of computing entire term does not exceed the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Maximum Rate.
Appears in 2 contracts
Sources: Debtor in Possession Credit Agreement (Peregrine Systems Inc), Debt Agreement (BMC Software Inc)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under Applicable Law (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all amounts consideration that are constitutes interest under Applicable Law that is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any maximum amount of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest allowed by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulationsmaximum lawful interest rate, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to such Lender herein called the Obligations in excess of the Maximum Rate (“ExcessHighest Lawful Rate”), each Obligor stipulates that and any such charge or receipt excess shall be credited to the result of an accident and bona fide errorBorrower by such Lender (or, and if such Excessconsideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the extent receiveduse, shall be applied first to reduce the principal Obligations forbearance and the balance, if any, returned to the Obligors, it being the intent detention of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any indebtedness of the Obligations does not include the right Borrower to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2, Agent together with any other fees and Lenders shall, expenses payable pursuant to this Agreement and the maximum extent permitted other Loan Documents and deemed interest under Applicable Law, (i) characterize exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any non-principal payment such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as an expenseapplicable, fee or premium rather than as Interest shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1010.18.
Appears in 2 contracts
Sources: Credit Agreement (Dynamic Offshore Resources, Inc.), First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all amounts consideration that are constitutes interest under applicable law that is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any maximum amount of the other Loan Documents or the exercise interest allowed by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulationsmaximum lawful interest rate, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to such Lender herein called the Obligations in excess of the Maximum Rate (“ExcessHighest Lawful Rate”), each Obligor stipulates that and any such charge or receipt excess shall be credited to the result of an accident and bona fide errorBorrower by such Lender (or, and if such Excessconsideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the extent receiveduse, shall be applied first to reduce the principal Obligations forbearance and the balance, if any, returned to the Obligors, it being the intent detention of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any indebtedness of the Obligations does not include the right Borrower to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.3, Agent together with any other fees and Lenders shallexpenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the maximum extent permitted under Applicable LawHighest Lawful Rate, (i) characterize but any non-principal payment subsequent reductions, as an expenseapplicable, fee or premium rather than as Interest shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1010.18.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Energy Xxi (Bermuda) LTD), Second Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Maximum Interest. Regardless of Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Celanese Corp), Purchase and Sale Agreement (LyondellBasell Industries N.V.)
Maximum Interest. Regardless of Notwithstanding any other provision contained in any of the Loan Documentsherein, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, interest rate charged or received by Agent or any Lender pursuant agreed to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right be paid with respect to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums including all charges or fees in connection therewith deemed in the nature of interest by under Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of shall not exceed the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Highest Lawful Rate. If any Interest is charged or received with respect the rate of interest (determined without regard to the Obligations in excess preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the aggregate outstanding amount of the Maximum Loans made hereunder shall bear interest at the Highest Lawful Rate (“Excess”), each Obligor stipulates until the total amount of interest due hereunder equals the amount of interest that any such charge or receipt shall be would have been due hereunder if the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the stated rates of interest set forth in this AgreementAgreement had at all times been in effect. In addition, and if when the Maximum RateLoans made hereunder are Paid in Full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and then to the extent required permitted by Applicable Lawlaw, Borrowers shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest that would have been paid if the Highest Lawful Rate had at all times been in effect. By Notwithstanding the execution foregoing, it is the intention of this Agreementthe Lenders and each of the Credit Parties to conform strictly to any applicable usury laws. Accordingly, each Obligor covenants that (i) the credit or return of if any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting Lender contracts for, charging charges, or receiving receives any Interest consideration that constitutes interest in excess of the Maximum Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the aggregate outstanding amount of the Loans made hereunder or be refunded to each of the applicable Credit Parties. For the purpose of In determining whether or not any Excess has been the interest contracted for, charged charged, or received by Administrative Agent or any Lendera Lender exceeds the Highest Lawful Rate, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shallsuch Person may, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (ia) characterize any non-payment that is not principal payment as an expense, fee fee, or premium rather than as Interest and interest, (iib) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the Obligations hereunder. The provisions Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, all agreements which either now are or which shall become agreements among Borrowers, Guarantors, Administrative Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Section 3.10 Agreement or any other Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be deemed considered payment of principal hereunder, and the Debt evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers, Guarantors, Administrative Agent and Lenders. If the applicable state or federal law is amended in the future to allow a greater rate of interest to be incorporated into every Loan Document (whether charged under this Agreement than is presently allowed by applicable state or not any provision federal law, then the limitation of this Section is referred interest hereunder shall be increased to therein). All the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such Loan Documents and communications relating to any Interest owed by any Obligor amendment, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, interest charges owing to Lenders by reason thereof shall be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by payable in accordance with this Section 3.10Agreement.
Appears in 2 contracts
Sources: Credit Agreement (BRC Inc.), Credit Agreement (BRC Inc.)
Maximum Interest. Regardless of any provision contained in this ---------------- Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any Obligor Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being referred to herein collectively as “"Interest”") in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel any Obligor require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any Any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“"Excess”"), each Obligor stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationshipBorrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such accelerationunaccrued interest, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any no such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrower of such Excess, and (ii) each Obligor Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any Obligor Borrower in connection with any of the Loan Documents this Agreement shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrower and Lenders Bank shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every the Note and each Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 2 contracts
Sources: Loan and Security Agreement (Color Imaging Inc), Loan and Security Agreement (Color Imaging Inc)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws, and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all amounts consideration that are constitutes interest under applicable law that is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Highest Lawful Rate, and all agreements, conditions or stipulationsany excess shall be credited to the Borrower by such Lender (or, if anysuch consideration shall have been paid in full, which may in any event such excess promptly refunded to the Borrower); (c) all sums paid, or contingency whatsoever operate agreed to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equitypaid, to such Lender for the extent only use, forbearance and detention of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess indebtedness of the Maximum Rate (“Excess”), each Obligor stipulates that any Borrower to such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, Agent together with any other fees and Lenders shallexpenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the maximum extent permitted under Applicable LawHighest Lawful Rate, (i) characterize but any non-principal payment subsequent reductions, as an expenseapplicable, fee or premium rather than as Interest shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1012.12.
Appears in 2 contracts
Sources: Credit Agreement (Constellation Energy Partners LLC), Credit Agreement (Constellation Energy Partners LLC)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all amounts consideration that are constitutes interest under applicable law that is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any maximum amount of the other Loan Documents or the exercise interest allowed by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulationsmaximum lawful interest rate, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to such Lender herein called the Obligations in excess of the Maximum Rate (“ExcessHighest Lawful Rate”), each Obligor stipulates that and any such charge or receipt excess shall be credited to the result of an accident and bona fide errorBorrower by such Lender (or, and if such Excessconsideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the extent receiveduse, shall be applied first to reduce the principal Obligations forbearance and the balance, if any, returned to the Obligors, it being the intent detention of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any indebtedness of the Obligations does not include the right Borrower to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, Agent together with any other fees and Lenders shallexpenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the maximum extent permitted under Applicable LawHighest Lawful Rate, (i) characterize but any non-principal payment subsequent reductions, as an expenseapplicable, fee or premium rather than as Interest shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.1012.12.
Appears in 2 contracts
Sources: Credit Agreement (Constellation Energy Partners LLC), Credit Agreement (Constellation Energy Partners LLC)
Maximum Interest. Regardless Borrower and Lender intend to strictly comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of any this Section 2(j) shall govern and control over every other provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2(j), even if such provision declares that it controls. As used in this Section 2(j), the term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law, (i) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (ii) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts, during the full term of the Obligations. In no event shall Borrower or any other Loan Documents and Person be obligated to pay, or Lender have any right or privilege to reserve, receive or retain, (i) any interest in excess of the maximum amount of non-usurious interest permitted under the laws of the State of California or the applicable laws (if any) of the U.S. or of any other applicable state, or (ii) total interest in excess of the amount which Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Maximum Rate. On each day, if any, that are deemed the interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Stated Rate”) stipulated by this Agreement or any other Loan Document exceeds the Maximum Rate”), the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Maximum Rate for that day, and shall remain fixed at the Maximum Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. No agreementsThereafter, conditions, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate when the provisions or stipulations of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. None of the terms and provisions contained in this Agreement or in any of the other Loan Documents Document which directly or the exercise by Agent of the right indirectly relate to accelerate the payment or the maturity of all or any portion of the Obligationsinterest shall ever be construed without reference to this Section 2(j), or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders be construed to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated create a contract to pay Interest exceeding such Maximum Ratefor the use, and all agreements, conditions forbearance or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, detention of money at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest rate in excess of the Maximum Rate. For If the purpose term of determining whether any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Maximum Rate, then and in any Excess such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been contracted for, charged or received by Agent or any paid to Lender, all Interest at any time contracted forit shall be credited pro tanto against the outstanding principal balance of Borrower’s obligations to Lender, charged or received from any Obligor in connection with any effective as of the Loan Documents shalldate or dates when the event occurs which causes it to be excess interest, to the extent permitted by Applicable Lawuntil such excess is exhausted or all of such principal has been fully paid and satisfied, be amortizedwhichever occurs first, prorated, allocated and spread in equal parts throughout the full term any remaining balance of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 such excess shall be deemed promptly refunded to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its payor.
Appears in 2 contracts
Sources: Loan and Security Agreement (Sysorex, Inc.), Loan and Security Agreement (Inpixon)
Maximum Interest. Regardless of Notwithstanding anything in this Subordinated Note to the contrary, FWF shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by FWF under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by FWF under this Subordinated Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by FWF or any interest paid by FWF in excess of the Highest Lawful Rate shall be refunded to FWF. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to Originator (such Highest Lawful Rate being herein called the "Originator's Maximum Permissible Rate") shall be made, to the extent permitted by usury laws applicable to Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at Originator's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to Originator would be less than the amount of interest payable to Originator computed at Originator's Maximum Permissible Rate, then the amount of interest payable to originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at Originator's Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 1 contract
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”)Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “"Interest”") in excess of the Maximum Rate and in no event shall any Obligor Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“"Excess”"), each Obligor Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the ObligorsBorrowers, it being the intent of the parties hereto not to enter into an a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends does not intend to collect any unearned Interest in the event of any such acceleration. Each Obligor Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, Agreement or in the Notes and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrowers of such Excess, and (ii) each Obligor no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrowers and Lenders Lender shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the ObligorsBorrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.102.6.
Appears in 1 contract
Sources: Loan and Security Agreement (Atlantic Premium Brands LTD)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to the Lenders under this Agreement, the Loan Documents and any other document or instrument executed in connection herewith or therewith, shall be subject to the limitation that payments of interest or of other amounts constituting interest under applicable law to a Lender shall not be required to the extent that receipt thereof would be in excess of the Highest Lawful Rate, or otherwise contrary to provisions of law applicable to such Lender limiting rates of interest which may be charged or collected by such Lender. Accordingly, if the transactions or the amount paid or otherwise agreed to be paid for the use, forbearance or detention of money under this Agreement, the Loan Documents and any other document or instrument executed in connection herewith or therewith would exceed the Highest Lawful Rate or otherwise be usurious under applicable law (including the federal and state laws of the United States of America, or of any provision contained other jurisdiction whose laws may be mandatorily applicable) with respect to any Lender then, in any of that event, notwithstanding anything to the contrary in this Agreement or the Loan DocumentsDocuments and any other document or instrument executed in connection herewith or therewith, it is agreed as follows as to such Lender:
(a) in no contingency respect to such Lender, the provisions of this Section 3.3.5 shall govern and control over any other provision in this Agreement, the Loan Documents and any other document or event whatsoever shall instrument executed in connection herewith or therewith and each provision set forth therein is hereby so limited;
(b) the aggregate of all amounts consideration which constitutes interest under applicable law that are is contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documentsaforesaid agreements or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, whether at maturity or by prepaymentif any, shall be subject with respect to any rebate of unearned Interest as such Lender herein called the "Highest Lawful Rate"), and to the extent required by Applicable Law. By the execution of all amounts owed under this Agreement, each Obligor covenants that the Loan Documents and any other document or instrument executed in connection herewith or therewith shall be held subject to reduction and (i) the credit amount of interest which would otherwise be payable to such Lender hereunder and under the Loan Documents and any other document or return of any Excess instrument executed in connection herewith or therewith, shall constitute be automatically reduced to the acceptance by each Obligor of such Excess, amount allowed under applicable law and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest unearned interest paid by the Borrower in excess of the Maximum Rate. For Highest Lawful Rate shall be credited to the purpose of determining whether Borrower by such Lender (or, if such consideration shall have been paid in full, refunded to the Borrower);
(c) all sums paid, or not any Excess has been contracted foragreed to be paid, charged or received by Agent or any Lenderto such Lender for the use, all Interest at any time contracted for, charged or received from any Obligor in connection with any forbearance and detention of the Loan Documents indebtedness of the Borrower to such Lender hereunder shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof;
(d) if at any time the interest provided pursuant to Sections 3.3.1 or 3.3.2, Agent as the case may be, together with any other fees payable pursuant to or in connection with this Agreement and Lenders shalldeemed interest under applicable law, with respect to any Lender exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the maximum extent permitted under Applicable Lawcontrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate for such Lender, but any subsequent reductions, as applicable, shall not reduce the interest to accrue pursuant to this Agreement below such Lender's Highest Lawful Rate until the total amount of interest payable to such Lender (iincluding all consideration which constitutes interest) characterize any non-principal payment as an expenseequals the amount of interest which would have been payable to such Lender (including all consideration which constitutes interest) assuming a varying rate per annum equal to the interest provided pursuant to Sections 3.3.1 and 3.3.2 at all times in effect, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and plus the effects thereof. The provisions amount of fees which would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.103.3.
Appears in 1 contract
Sources: Credit Agreement (Pogo Producing Co)
Maximum Interest. Regardless of Notwithstanding anything in this Term Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Term Note would exceed the Highest Lawful Rate, or if the holder of this Term Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Term Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Term Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Term Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to Originator would be less than the amount of interest payable to Originator computed at Originator’s Maximum Permissible Rate, then the amount of interest payable to Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Adesa California, LLC)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the "HIGHEST LAWFUL RATE"). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of LGEC under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to LGEC (such Highest Lawful Rate being herein called the "LGEC'S MAXIMUM PERMISSIBLE RATE") shall be made, to the extent permitted by usury laws applicable to LGEC (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by LGEC in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to LGEC on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at LGEC's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to LGEC would be less than the amount of interest payable to LGEC computed at LGEC's Maximum Permissible Rate, then the amount of interest payable to LGEC in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at LGEC's Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating LGEC shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for LGEC if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Louisville Gas & Electric Co /Ky/)
Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any Obligor Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being referred to herein collectively as “"Interest”") in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel any Obligor require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any Any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“"Excess”"), each Obligor stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationshipBorrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such accelerationunaccrued interest, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any no such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor Borrower of such Excess, and (ii) each Obligor Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any Obligor Borrower in connection with any of the Loan Documents this Agreement shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrower and Lenders Bank shall, to the maximum extent permitted under Applicable Law, Law (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every the Notes and each Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.
Appears in 1 contract
Sources: Loan Agreement (Levitt Corp)
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to on the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the Borrower. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Borrower and Lenders shall, to the maximum extent permitted under Applicable Law, applicable law: (ia) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to the Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “applicable law” shall mean the law in effect as of this Section 3.10 the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 1 contract
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the Obligations of each Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest which may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of the Loan Documentsother jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 4.11 shall govern and control; (b) the aggregate of all amounts consideration which constitutes interest under applicable law that are is contracted for, charged or received by Agent under this Agreement, or under any Lender pursuant to the terms of other Loan Document or otherwise in connection with this Agreement or any of the other Loan Documents and that are deemed interest by such Lender shall under Applicable Law no circumstances exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any maximum amount of the other Loan Documents or the exercise interest allowed by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulationsmaximum lawful interest rate, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to such Lender herein called the Obligations "Highest Lawful Rate"), and any excess shall be credited to such Borrower by such Lender (or, if such consideration shall have been paid in full, such excess promptly refunded to such Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date indebtedness of such acceleration, and neither Agent nor any Lender intends Borrower to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2, together with any other fees and expenses payable pursuant to this Agreement and deemed interest under applicable law, exceeds that amount which would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section 4.11. ObligorsFor purposes of Chapter 303 of the Texas Finance Code, Agent and Lenders shallas amended, to the maximum extent applicable, each Borrower agrees that the Highest Lawful Rate shall be the "indicated (weekly) rate ceiling" as defined in said Article, provided that such Lender may also rely, to the extent permitted by applicable laws, on alternative maximum rates of interest under Applicable Lawother laws applicable to such Lender, (i) characterize any non-principal payment as an expense, fee if greater. Chapter 346 of the Texas Finance Code shall not apply to this Agreement or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Notes.
Appears in 1 contract
Maximum Interest. Regardless of (a) Anything in this Agreement or the Bank Note to the contrary notwithstanding, the Authority shall never be required to pay interest on any provision contained Advance or the Bank Note at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate under applicable federal law and applicable state law (including specifically Chapter 1204, in no contingency or event whatsoever Texas Government Code, as amended) (such maximum non-usurious interest rate being the “Highest Lawful Rate”), and if the effective rate of interest which would otherwise be payable under this Agreement and the Bank Note would exceed the Highest Lawful Rate then (i) the amount of interest which would otherwise be immediately payable by the Authority on any Advance under this Agreement and the Bank Note shall be reduced to the aggregate amount allowed by applicable law. It is further agreed that, without limitation of the foregoing, all amounts that are calculations of the rate of interest contracted for, charged or received by Agent or the Bank on any Lender pursuant to Advance under the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the ObligationsBank Note, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in under this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Bank, and shall be made, to the extent permitted by usury laws applicable to the Bank (now or not any Excess has been contracted forhereafter enacted), charged or received by Agent or any Lenderamortizing, prorating and spreading in equal parts during the period of the full stated term of the applicable Advances, evidenced by the Bank Note, all Interest interest at any time contracted for, charged or received from any Obligor by the Bank in connection with therewith. If at any time and from time to time (i) the amount of interest payable to the Loan Documents shallBank on any date shall be computed at the Highest Lawful Rate pursuant to this Section 3.4 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Bank would be less than the amount of interest payable to the Bank computed at the Highest Lawful Rate, then to the extent permitted by Applicable Lawlaw the amount of interest payable to the Bank in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Bank shall equal the total amount of interest which would have been payable to the Bank if the total amount of interest had been computed without giving effect to this Section 3.4 and shall continue to be payable until the Bank has been paid in full for all such amounts. In determining whether or not the interest paid or payable, be amortizedunder any specific contingency, proratedexceeds the Highest Lawful Rate, allocated the Authority and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders Bank shall, to the maximum extent permitted under Applicable Law, usury laws applicable to the Bank (now or hereafter enacted),
(i) characterize any non-principal payment as an expense, fee or premium rather than as Interest interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions Upon termination of this Section 3.10 Agreement, in consideration for the limitation of the rate of interest otherwise payable hereunder, the Authority shall be deemed pay, to be incorporated into every Loan Document (whether or not any provision the extent permitted by law, the Bank a fee equal to the amount of all interest accrued hereunder that remains unpaid on the date of termination of this Section is referred Agreement.
(b) Chapter 346, Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not apply to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for this Agreement or the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10Bank Note.
Appears in 1 contract
Sources: Credit Agreement
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in (a) In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, interest and other charges charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law hereunder exceed the highest rate permissible under applicable law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under applicable law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under applicable law; (ii) such excess amount shall be first applied to any Applicable Law unpaid principal balance owed by Borrowers; and (iii) if the “Maximum Rate”then remaining excess amount is greater than the previously unpaid principal balance, the applicable Lender shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.
(b) If the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under the Credit Documents would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada). No agreements, conditionsSection 8 of the Interest Act (Canada) or any successor or similar legislation (including any usury law in the U.S.), provisions or stipulations contained in would exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received such Lender shall apply such excess against the outstanding Loans and refund any further excess amount to the applicable Borrower.
(c) If any provision of this Agreement or any other Credit Document would obligate Borrowers or a Credit Party to make any payment of the interest or other Loan Documents amount payable to any Lender in an amount or the exercise calculated at a rate which would be prohibited by Agent of the right to accelerate the payment law or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained would result in any of the Loan Documents, or the prepayment a receipt by any Obligor Lender of any interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, chargesas the case may be, amountsas would not be so prohibited by law or result in a receipt by such Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows:
(i) first, by reducing the amount or rate of interest required to be paid to such Lender under this Section 4.06; and
(ii) thereafter, by reducing any fees, commissions, premiums and fees referred other amounts required to herein collectively as “Interest”be paid to such Lender which would constitute interest for purposes of the Criminal Code (Canada) or other applicable law; provided that, notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender receives an amount in excess of the Maximum Rate and maximum permitted by the Criminal Code (Canada) or other Applicable Law, then Borrowers shall be entitled, by notice in no event shall any Obligor be obligated writing to pay Interest exceeding such Maximum RateLender, to obtain reimbursement from such Lender in an amount equal to the excess, and all agreementspending reimbursement, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only amount of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether an amount payable by such Lender to Borrowers and shall be promptly paid to Borrowers. Any amount or not any provision rate of this Section is interest referred to thereinin this Agreement 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). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein ) 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 earlier of the date of advance and the Closing Date to the relevant Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the sole purpose purposes of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.that determination. 44
Appears in 1 contract
Sources: Credit Agreement (TerrAscend Corp.)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsThe interest rate(s) charged under this Mortgage, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed other evidences of the highest rate permissible under any Applicable Law (the “Maximum Rate”)Secured Obligations may vary from time to time. No agreementsFor purposes of enforcing this Mortgage, conditions, provisions or stipulations contained in this Agreement or if any of the terms or provisions of this Mortgage, any other Loan Documents or the exercise by Agent other evidences of the right to accelerate Secured Obligations are susceptible of being construed as binding or obligating Grantor or any other Persons or concerns obligated, either primarily, secondarily or conditionally, for the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in debt, whether or not secured hereby, under any of the Loan Documents, circumstances or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency contingencies whatsoever, shall entitle Agent or Lenders to charge or receive in any event, pay interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) loan charges in excess of the Maximum Rate and maximum amounts permitted by applicable law from time to time, it is agreed that, for purposes of enforcing this Mortgage, such terms or provisions are a mistake in no event calculation or wording and, notwithstanding the same, it is expressly agreed that, for purposes of enforcing this Mortgage, neither Grantor, nor any other Person or concern obligated in any manner on any such indebtedness, shall any Obligor ever be required or obligated under the terms of this Mortgage, to pay Interest exceeding such Maximum Rate, and all agreements, conditions interest or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations loan charges in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide errormaximum amounts permitted by applicable law from time to time, and if, for any reason whatsoever, the interest or loan charges paid on the indebtedness secured by this Mortgage shall exceed the maximum amounts permitted by applicable law from time to time, then, for purposes of enforcing this Mortgage, the holder(s) of this Mortgage receiving such Excess, excess shall either (at the option of such holder(s)) refund to the extent received, shall be applied first to reduce payor or credit against the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not indebtedness evidenced thereby such portion of such interest and loan charges as may be necessary to enter into an usurious or otherwise illegal relationship. The right to accelerate cause the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued interest and loan charges paid on the date of such accelerationindebtedness secured hereby to equal the maximum amounts permitted by applicable law from time to time, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10no more.
Appears in 1 contract
Sources: Indenture (Verasun Energy Corp)
Maximum Interest. Regardless of Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the highest amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Subordinated Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator’s Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 1 contract
Sources: Purchase and Sale Agreement (PRA Health Sciences, Inc.)
Maximum Interest. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum interest rate that may be contracted for, in no contingency charged or event whatsoever received under applicable federal or state law (such maximum rate being herein called the "HIGHEST LAWFUL RATE"). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the "ORIGINATOR'S MAXIMUM PERMISSIBLE RATE") shall be made, to the extent permitted by usury laws applicable to the Originator (now or not hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any Excess amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from any Obligor by the Originator in connection with herewith. If at any of the Loan Documents shall, time and from time to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, time (i) characterize the amount of interest payable to the Originator on any non-principal payment as an expense, fee or premium rather than as Interest date shall be computed at the Originator's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 3.10 interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator's Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether or not any provision computed at the Originator's Maximum Permissible Rate until the total amount of this Section is referred interest payable to therein). All such Loan Documents and communications relating the Originator shall equal the total amount of interest which would have been payable to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose Originator if the total amount of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 3.10provisions of the foregoing sentence.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Worthington Industries Inc)
Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsIn no event shall interest, in no contingency charges or event whatsoever shall the aggregate of all other amounts that are contracted for, charged or received by Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “Maximum Ratemaximum rate”). No agreementsIf, conditionsin any calendar month, provisions or stipulations contained any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in this Agreement or any a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the other Loan Documents or amount of interest which would have accrued if it had not been limited by the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion maximum rate. If, upon Full Payment of the Obligations, or the exercise total amount of any option whatsoever contained in any interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the prepayment by amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Obligor Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate balance shall be without binding force or effect, at law or in equity, refunded to the extent only of the excess of Interest over such Maximum RateBorrowers. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of In determining whether or not any Excess excess interest has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Obligor Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent .
4.1.1 LOAN ADMINISTRATION Manner of Borrowing and Lenders shall, to the maximum extent permitted under Applicable Law, Funding Loans.
(a) WheneverBorrowersdesirefundingofaBorrowingofLoans,
(i) characterize any non-principal payment as an expenseon the Business Day of the requested funding date, fee or premium rather than as Interest in the case of Base Rate Loans, and (ii) exclude voluntary prepayments at least two (2) Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 2:00 p.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the effects thereof. The provisions principal amount of this Section 3.10 the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be incorporated into every Loan Document one (1) month if not specified).
(b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shallother charges, for the sole purpose of computing the extent of including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be automatically recomputed by deemed to be a request for Base Rate Loans on the Obligorsdue date, in the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of the relevant Obligation.
(c) At such time as Borrowers have established and by maintain controlled disbursement accounts with Agent or Agent’s Affiliate, the parties agree that the presentation for payment of any court considering check or other item of payment drawn on, or other transfer made from, such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Loans on the samedate of such presentation, to give effect in the amount of the check and items presented for payment. At such time, the proceeds of such Loans may be disbursed directly to the adjustments controlled disbursement accounts or credits required by this Section 3.10other appropriate account.
Appears in 1 contract
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply strictly with the applicable [STATE] law governing the maximum non-usurious rate or non-usurious amount of interest payable on the Indebtedness (or applicable United States federal law to the extent that it permits Beneficiary to contract for, charge, take, reserve or receive a greater amount of interest than under [STATE] law). If the applicable law is ever judicially interpreted so as to render usurious any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are amount (i) contracted for, charged charged, taken, reserved or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreementsNote, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or any other communication or writing by or between Grantor and Beneficiary related to the exercise by Agent of Indebtedness or to the right to accelerate transaction or transactions that are the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or received by reason of Beneficiary's exercise of the option to accelerate the maturity of the Note and/or any other portion of the Indebtedness, or (iii) Grantor will have paid or Beneficiary will have received by reason of any voluntary prepayment by any Obligor of any Grantor of the ObligationsNote and/or any other portion of the Indebtedness, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums then it is Grantor's and fees referred to herein collectively as “Interest”) Beneficiary's express intent that all amounts charged in excess of the Maximum Lawful Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Lawful Rate theretofore collected by Beneficiary shall be credited on the principal balance of the Note and/or any of the other Indebtedness (“Excess”or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Grantor), each Obligor stipulates and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Grantor and Beneficiary agree that Beneficiary shall, with reasonable promptness after Beneficiary discovers or is advised by Grantor that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Grantor and/or credit such excess interest against any such charge other Indebtedness then owing by Grantor to Beneficiary. Grantor hereby agrees that as a condition precedent to any claim seeking usury penalties or receipt shall be claims against Beneficiary, Grantor will provide written notice to Beneficiary, advising Beneficiary in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Beneficiary shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Grantor or crediting such excess interest against the Note and/or the other Indebtedness then owing by Grantor to Beneficiary. All sums contracted for, charged, taken, reserved or received by Beneficiary for the use, forbearance or detention of any of the Indebtedness, including any portion of the Indebtedness evidenced by the Note shall, to the extent receivedpermitted by applicable law, shall be applied first amortized or spread, using the actuarial method, throughout the stated term of the Note and/or the other Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note and/or the other Indebtedness does not exceed the Maximum Lawful Rate from time to reduce the principal Obligations time in effect and the balance, if any, returned applicable to the Obligors, it being Note and/or the intent other Indebtedness for so long as any portion of the parties hereto not Indebtedness is outstanding. In no event shall the provisions of Chapter ____ of the [APPLICABLE STATE FINANCE CODE] (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of Note and/or any of the Obligations does not include other Indebtedness. Notwithstanding anything to the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest contrary contained herein or in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether it is not the intention of Beneficiary to accelerate the maturity of any interest that has not accrued at maturity the time of such acceleration or to collect unearned interest at the time of such acceleration. As used hereunder "Maximum Lawful Rate" means the maximum lawful and non-usurious rate of interest which may be contracted for, charged, taken, received or reserved by prepayment, shall be subject to any rebate Beneficiary in accordance with the applicable laws of unearned Interest as and the State of _____ (or applicable United States federal law to the extent required that it permits Beneficiary to contract for, charge, take, receive or reserve a greater amount of interest than under [STATE] law), taking into account all Charges (as herein defined) made in connection with the transaction evidenced by Applicable Lawthe Note and the other Loan Documents. By To the execution extent that Beneficiary is relying on Chapter ___ of this Agreementthe [APPLICABLE STATE FINANCE CODE]to determine the Maximum Lawful Rate payable on the Note and/or any other portion of the Indebtedness, each Obligor covenants that (i) Beneficiary will utilize the credit weekly ceiling from time to time in effect as provided in such Chapter ___, as amended. To the extent United States federal law permits Beneficiary to contract for, charge, take, receive or return reserve a greater amount of any Excess shall constitute the acceptance by each Obligor interest than under [STATE] law, Beneficiary will rely on United States federal law instead of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For Chapter ___ for the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shallMaximum Lawful Rate. Additionally, to the extent permitted by Applicable Lawapplicable law now or hereafter in effect, be amortizedBeneficiary may, proratedat its option and from time to time, allocated and spread in equal parts throughout utilize any other method of establishing the full term of the Obligations. ObligorsMaximum Lawful Rate under such Chapter ___ or under other applicable law by giving notice, Agent and Lenders shallif required, to Grantor as provided by applicable law now or hereafter in effect. As used hereunder "Charges" means all fees, charges and/or other things of value, if any, contracted for, charged, received, taken or reserved by Beneficiary in connection with the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments transactions relating to the Note and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every other Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shallDocuments, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10which are treated as interest under applicable law.
Appears in 1 contract
Sources: Deed of Trust (Equity Inns Inc)
Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to each Lender and the Issuer under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender or the Issuer limiting rates of interest which may be charged or collected by such Lender or the Issuer. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any provision contained in any of other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender or the Loan DocumentsIssuer then, in no contingency or event whatsoever that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows:
(a) the provisions of this Section 4.11 shall govern and control;
(b) the aggregate of all amounts consideration which constitutes interest under applicable law that are is contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity aforesaid agreements or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor otherwise in connection with this Agreement by such Lender or the Issuer shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender or the Issuer herein called the "Highest Lawful Rate"), and any excess shall be credited to the Borrower by such Lender or the Issuer (or, if such consideration shall have been paid in full, such excess promptly refunded to the Borrower);
(c) all sums paid, or agreed to be paid, to such Lender or the Issuer for the use, forbearance and detention of the Loan Documents indebtedness of the Borrower to such Lender or the Issuer hereunder shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligations. Obligorsactual rate of interest is uniform throughout the full term thereof; and
(d) if at any time the interest provided pursuant to Section 3.2 together with any other fees payable pursuant to this Agreement and deemed interest under applicable law, Agent exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and Lenders shallany such fees to accrue to such Lender or the Issuer pursuant to this Agreement shall be limited, notwithstanding anything to the maximum extent permitted under Applicable Lawcontrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, (i) characterize but any non-principal payment subsequent reductions, as an expenseapplicable, fee shall not reduce the interest to accrue to such Lender or premium rather than as Interest the Issuer pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (ii) exclude voluntary prepayments and such fees deemed to be interest equals the effects thereof. The provisions amount of interest which would have accrued to such Lender or the Issuer if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.104.11.
Appears in 1 contract
Maximum Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Note or the Related Indebtedness (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any provision contained in amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are (ii) contracted for, charged or received by Agent or any Lender pursuant to the terms reason of this Agreement or any Lender's exercise of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right option to accelerate the payment or the maturity of all the Note and/or the Related Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any portion voluntary prepayment by Borrower of the ObligationsNote and/or the Related Indebtedness, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums then it is Borrower's and fees referred to herein collectively as “Interest”) Lender's express intent that all amounts charged in excess of the Maximum Lawful Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rateautomatically canceled, ab initio, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note and/or the Related Indebtedness (“Excess”or, if the Note and all Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), each Obligor stipulates and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against the Note and/or any such charge or receipt shall be Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the result nature and amount of an accident and bona fide errorthe violation, and Lender shall have sixty (60) days after receipt of such Excessnotice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged or received by Lender for the use, forbearance or detention of any debt evidenced by the Note and/or the Related Indebtedness shall, to the extent receivedpermitted by applicable law, shall be applied first amortized or spread, using the actuarial method, throughout the stated term of the Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note and/or the Related Indebtedness does not exceed the Maximum Lawful Rate from time to reduce the principal Obligations time in effect and the balance, if any, returned applicable to the Obligors, it being Note and/or the intent Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the parties hereto not Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to enter into an usurious the Note and/or the Related Indebtedness. Notwithstanding anything to the contrary contained herein or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at it is not the intention of Lender to accelerate the maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute interest that has not accrued at the acceptance by each Obligor time of such Excess, and (ii) each Obligor shall not seek acceleration or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess to collect unearned interest at the time of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10acceleration.
Appears in 1 contract
Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency Lenders shall never be entitled to receive, collect or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed apply as interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor Obligation any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest amount in excess of the Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to the Borrower. For the purpose of In determining whether or not the interest paid or payable under any Excess has been contracted forspecific contingency exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any Obligor in connection with any of the each Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent Party and Lenders shall, to the maximum extent permitted under Applicable Law, applicable law: (ia) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as Interest and interest; (iib) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligation so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall refund to the Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Obligation and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. The provisions As used herein, the term “applicable law” shall mean the law in effect as of this Section 3.10 the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be deemed to be incorporated into every Loan Document (whether or not any provision governed by such new law as of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10its effective date.
Appears in 1 contract
Sources: Credit Agreement (New England Realty Associates Limited Partnership)