Applicable Premium Sample Clauses

Applicable Premium. If any Applicable Premium Event occurs, then Borrower shall pay to Lender, the Applicable Premium. In any such case, the Applicable Premium shall constitute part of the Obligations payable by Xxxxxxxx (and guaranteed by the Guarantors) in respect of the Loan, which Obligations are guaranteed by the Guarantors and secured by the Collateral, and constitutes liquidated damages, not unmatured interest or a penalty, as the actual amount of damages to Lender as a result of the relevant Applicable Premium Event would be impracticable and extremely difficult to ascertain. The Applicable Premium is provided by mutual agreement of Borrower and the Guarantors and Lender as a reasonable estimation and calculation of such actual lost profits and other actual damages of Lender. Without limiting the generality of the foregoing, it is understood and agreed that upon the occurrence of any Applicable Premium Event, the Applicable Premium shall be automatically and immediately due and payable and shall constitute part of the Obligations payable by Borrower (and guaranteed by the Guarantors) in respect of the Loan which Obligations are secured by the Collateral. The Applicable Premium shall also be automatically and immediately due and payable if the Obligations are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means. BORROWER, FOR ITSELF AND ON BEHALF OF THE GUARANTORS, HEREBY EXPRESSLY WAIVES (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Borrower, for itself and on behalf of the Guarantors, expressly agrees (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Agreement: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business parties, ably represented by counsel; (ii) the Applicable Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (iii) there has been a course of conduct between Lender and Borrower and the Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Pr...
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Applicable Premium. (A) Upon the making of any payment, repayment, prepayment (other than payments under Sections 2.4(b), 2.6(a)(iii), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction or other satisfaction of the Term Loan (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) (any such event, a “Payment”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is 90 days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment or (B) upon the making of any prepayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Term Loan so prepaid (collectively, each a “Prepayment Premium”). Notwithstanding anything to the contrary herein, the Borrower acknowledges and agrees that if payment of the Obligations is accelerated or the Term Loan and other Obligations otherwise become due prior to the time period specified above, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of Applicable Law) or a Change of Control) or otherwise, the Prepayment Premium with respect to any payment, repayment or prepayment of the Term Loan will also be due and payable immediately as though the Term Loan were prepaid (regardless of whether all or any portion of the Term Loan were or will b...
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Applicable Premium. Upon the occurrence of an Applicable Premium Trigger Event, Borrower shall pay to Administrative Agent, for the sole and separate account of Administrative Agent, the applicable premium (each such applicable premium, an “Applicable Premium”), calculated in accordance with this Section 5.2.
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Applicable Premium. As used herein, "Applicable Premium" means ------------------ an amount calculated as of the date (the "Determination Date") fixed for the redemption of the Exchange Notes of such series as follows:
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Applicable Premium. (1) In the event that (i) the Company’s obligations under this Indenture cease to be of effect as a result of satisfaction or discharge pursuant to Article 10 of this Indenture or (ii) any acceleration of the Notes occurs (and is not rescinded) or the Notes otherwise become due and payable prior to their Maturity Date as a result of an Event of Default (including, without limitation, an Event of Default specified in clause (10) or (11) of Section 6.01) (any such event, an “Applicable Premium Event,” and the date of any such Applicable Premium Event, an “Applicable Premium Date”), a payment in an amount equal to the Applicable Premium shall be immediately due and payable (subject to rescission, in the event that the underlying acceleration is rescinded), unless waived by the Holders of a majority of then-outstanding principal amount of the Notes, on the principal amount so accelerated or that has become or is declared to be immediately due and payable, and such Applicable Premium shall constitute part of the obligations in respect of such acceleration or other declaration. The Applicable Premium shall be payable along with the principal of, and any accrued and unpaid interest on, the Notes payable as a result of such Applicable Premium Event.
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Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium. (b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY
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Applicable Premium. (i) Upon any prepayment or repayment in full of the Term Loans pursuant to Section 2.03(a) or Section 2.05(c) of the Financing Agreement, as applicable, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
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