Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 12 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Computation of Interest and Fees. (a) All computations Commitment fees and, whenever it is calculated on the basis of the ABR, interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days 365- (or 366 days366-, as the case may be, and ) day year for the actual days elapsed. All other computations of fees and ; otherwise, interest shall be made calculated on the basis of a 360‑day 360-day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed on soon as practicable notify the basis Borrower and the Lenders of each determination of a 365‑day year)Eurodollar Rate. Interest Any change in the interest rate on a Loan resulting from a change in the ABR shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear change in interest for one day. rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate based upon quotations from Reference Lenders pursuant to subsection 2.9(a).
(bc) IfIf any Reference Lender shall for any reason no longer have a Commitment or any Loans, such Reference Lender shall thereupon cease to be a Reference Lender, and if, as a result of any restatement of or other adjustment result, there shall only be one Reference Lender remaining, the Administrative Agent (after consultation with the Borrower and the Lenders) shall, by notice to the financial statements Borrower and the Lenders, designate another Lender as a Reference Lender so that there shall at all times be at least two Reference Lenders.
(d) Each Reference Lender shall use its best efforts to furnish quotations of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay rates to the Administrative Agent for the account as contemplated hereby. If any of the applicable Revolving Credit Reference Lenders and the applicable Term Lenders promptly on demand by shall be unable or shall otherwise fail to supply such rates to the Administrative Agent (orupon its request, after the occurrence rate of an actual or deemed entry of an order for relief with respect interest shall, subject to the Borrower under provisions of subsection 2.11, be determined on the Bankruptcy Code basis of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess quotations of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent remaining Reference Lenders or any Reference Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 6 contracts
Samples: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum L P)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to any Alternate Base Rate Loans (including Base Loan based on the Prime Rate Loans determined by reference to the Eurodollar Rate) or any Alternative Currency borrowing denominated in Pounds Sterling shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All Subject to the foregoing, all fees, interest and all other computations of fees and interest amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Initial Borrower and the Lenders of each determination of EURIBOR and a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Initial Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Initial Borrower, deliver to the financial statements of Initial Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Loan), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under Applicable Law. If, from any possible construction of an order for relief with respect this Credit Agreement or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under Applicable Law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under Applicable Law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other amount required to be paid hereunder does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by Applicable Law.
Appears in 6 contracts
Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 5 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Computation of Interest and Fees. (a) All computations of Interest (other than interest for based on the Alternate Base Rate, Canadian Prime Rate Loans (including Base Rate Loans determined by reference to the Eurodollar or BA Rate) shall be made calculated on the basis of a 360-day year for the actual days elapsed; and commitment fees and interest based on the Alternate Base Rate, Canadian Prime Rate or BA Rate shall be calculated on the basis of 365 days a 365-day year (or 366 days366-day year, as the case may be, and ) for the actual days elapsed. All other computations The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of fees each determination of a Adjusted LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate, the Canadian Prime Rate or the Statutory Reserves shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Parent Borrower and the affected Lenders of the effective date and the amount of each such change in interest rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be made conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower Representative or any Lender, deliver to the Borrower Representative or such Lender a statement showing in reasonable detail the calculations used by the Administrative Agent in determining any interest rate pursuant to Subsection 4.1, excluding any LIBOR Rate which is based upon the Reuters Monitor Money Rates Service page and any ABR Loan which is based upon the Alternate Base Rate or any Canadian Prime Rate Loan based on the Canadian Prime Rate.
(c) For the purposes of the Interest Act (Canada), in any case in which an interest or fee rate is stated in this Agreement to be calculated on the basis of a 360‑day year and actual number of days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on other than the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as number in a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entitiescalendar year, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated yearly rate to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of which such interest or fees fee rate is equivalent is equal to such interest or fee rate multiplied by the actual number of days in the year in which the relevant interest or fee payment accrues and divided by the number of days used as a result of any the basis for such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandcalculation.
Appears in 5 contracts
Samples: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) . If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and Lenders, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or Agent, any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIIIIX. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 5 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, ; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to In the financial statements of event that the Consolidated Group Entities, the Nexstar Borrower Company or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph clause (b) shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iv), 2.03(j) or 2.07(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandIX.
Appears in 4 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360-day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Amedisys Inc), Credit Agreement (Mortons Restaurant Group Inc), Credit Agreement (Bradley Pharmaceuticals Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360 day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, ; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entitiesany Restricted Subsidiary or for any other reason, the Nexstar Borrower Borrower, Holdings or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as calculated by the Nexstar Borrower or Holdings as of any applicable date was inaccurate and (ii) a proper calculation of the such Consolidated First Lien Net Leverage Ratio would have resulted in a higher pricing Applicable Rate for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent within ten Business Days (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 4 contracts
Samples: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Computation of Interest and Fees. (a) All computations of Interest on each Base Rate Loan shall be due and payable in arrears on each Interest Payment Date applicable to such Loan; and interest for on each LIBOR Rate Loan shall be due and payable on each Interest Payment Date applicable to such Loan. Interest payable hereunder with respect to Base Rate Loans (including Base accruing interest at the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrowers and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrowers and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrowers and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrowers, deliver to the financial statements of Borrowers a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Administrative Agent, after the occurrence Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between or among the Administrative Agent, the Lenders and the Credit Parties are hereby limited by the provisions of an actual this subsection which shall override and control all such agreements, whether now existing or deemed entry hereafter arising and whether written or oral. In no way, nor in any event or contingency (including prepayment or acceleration of an order for relief with respect the maturity of any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this subsection and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of the United States, automatically and without further action by execution of any amendment or new document. If the Administrative Agent or any Lender)Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall Indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 4 contracts
Samples: Credit Agreement (WestRock Co), Credit Agreement (MEADWESTVACO Corp), Credit Agreement (Rock-Tenn CO)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Base Rate Loans (including Base based on the Prime Rate and with respect to Eurocurrency Rate Loans determined by reference to the Eurodollar Rate) denominated in Pounds Sterling or Canadian Dollars shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a Eurocurrency Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.
(bc) IfThe parties understand that the Applicable Percentage may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by Hyatt (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, as including without limitation because of a result subsequent restatement of earnings by Hyatt) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any restatement additional interest and fees due because of or other adjustment to the financial statements of the Consolidated Group Entitiessuch recalculation, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay such additional interest or fees due to the Administrative Agent Agent, for the account of each Lender, within 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the applicable Revolving Credit Lenders termination of this Agreement, and the applicable Term Lenders promptly on demand by this provision shall not in any way limit any of the Administrative Agent (orAgent’s, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent any Issuing Lender’s or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the ’s other rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandAgreement.
Appears in 4 contracts
Samples: Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp)
Computation of Interest and Fees. (a) All computations Interest in respect of interest for the Alternate Base Rate Loans bearing interest at a rate based upon clause (including a) of the definition of “Alternate Base Rate Loans determined by reference to the Eurodollar Rate) ” shall be made calculated on the basis of a year of 365 days or 366 days366-day year, as the case may be, and for the actual days elapsed. All other computations Interest in respect of fees the Local Rate Loans and interest Acceptances shall be made calculated on the basis of a 360‑day year and 365 or 366-day year, as the case may be, for the actual days elapsed (which results or on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Borrowers to reflect customary practices in more the relevant jurisdiction. Interest in respect of the Alternate Base Rate Loans bearing interest at a rate based upon the Federal Funds Effective Rate, the Eurodollar Loans, the Eurocurrency Loans, Letter of Credit commissions and commitment fees or interest, as applicable, being paid than if computed shall be calculated on the basis of a 365‑day year360-day year for the actual days elapsed (or, in the case of Eurocurrency Loans, such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Borrower to reflect customary practices in the relevant jurisdiction). Interest The Administrative Agent will, as soon as practicable, notify the Company and the Syndicated Lenders of each determination of a Eurodollar Rate with respect to Syndicated Loans and of any change in the Alternate Base Rate with respect to Syndicated Loans and the effective date thereof. Each Local Fronting Lender will, as soon as practicable, notify the relevant Borrower and the Administrative Agent of each determination of a Eurocurrency Rate for its Denomination Currency, of a Eurodollar Rate for its Local Loans which are Dollar Loans, of any change in the Local Rate for its Denomination Currency, of any change in the Alternate Base Rate for its Local Loans which are Dollar Loans and (in each case) the effective date thereof. Any change in the interest rate on a Syndicated Loan which is an Alternate Base Rate Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such change shall become effective. Any change in the interest rate on a Local Loan which is made, and an Alternate Base Rate Loan resulting from a change in the Alternate Base Rate shall not accrue become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on such Loan, or any portion thereof, for the day on which such change shall become effective. Any change in the interest rate on a Local Rate Loan or such portion is paid, provided that any such Loan that is repaid resulting from a change in the Local Rate shall become effective as of the opening of business on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by such change in the Administrative Agent of an interest rate or fee hereunder Local Rate shall be conclusive and binding for all purposes, absent manifest errorbecome effective.
(b) IfExcept as set forth in Section 7.8, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence each determination of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action interest rate by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Local Fronting Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under pursuant to any provision of this paragraph Agreement shall survive for a period of one year following be conclusive and binding on the termination of the Aggregate Commitments relevant Borrower and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default RateLenders, in each case at any time prior to the date that is five Business Days following such demandabsence of manifest error.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Eurocurrency Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower Borrower, the Administrative Agent or the Required Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or L/C Issuer, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 4 contracts
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Co)
Computation of Interest and Fees. (a) All computations Interest in respect of interest for Alternate Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (i) 365-day (or 366 days366-day, as the case may be, and ) year for the actual days elapsedelapsed when such Alternate Base Rate Loans are based on the Prime Rate and (ii) a 360-day year for the actual days elapsed when based on the Term SOFR Rate or the Federal Funds Effective Rate (or NYFRB Rate). All other computations Interest in respect of fees and interest Term Benchmark Loans shall be made calculated on the basis of a 360‑day 360-day year and for the actual days elapsed (elapsed. The Agent shall as soon as practicable notify the Company and the Banks of each determination of the Adjusted Term SOFR Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the Alternate Base Rate, the Adjusted Term SOFR Rate or Term SOFR Rate or the Applicable Margin shall become effective as of the opening of business on the day on which results such change in more fees the Alternate Base Rate, the Adjusted Term SOFR Rate or interestthe Term SOFR Rate is announced or such Applicable Margin changes as provided herein, as applicablethe case may be. The Agent shall as soon as practicable notify the Company and the Banks of the effective date and the amount of each such change.
(b) Each determination of an interest rate by the Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Company and the Banks in the absence of manifest error. The Agent shall, being paid than if at the request of the Company, deliver to the Company a statement showing the quotations used by the Agent in determining any interest rate pursuant to subsection 2.8.
(c) Facility fees shall be computed on the basis of a 365‑day year). Interest shall accrue on each Loan 365-day year for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest erroractual days elapsed.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 4 contracts
Samples: 364 Day Revolving Credit Agreement (Humana Inc), Credit Agreement (Humana Inc), 364 Day Revolving Credit Agreement (Humana Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar RateRate or the Term SOFR) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America's "prime rate" shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entitiesa Borrower or for any other reason, the Nexstar either Borrower or the Lenders determine that (i) the ratio of Consolidated First Lien Net Leverage Ratio Indebtedness to Consolidated EBITDA as calculated by the Nexstar Borrower Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio such ratio would have resulted in higher pricing for such period, the such Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. If, as a result of any restatement of or other adjustment to the financial statements of a Borrower or for any other reason, either Borrower or the Lenders determine that (i) the ratio of Consolidated Net Indebtedness to Consolidated EBITDA as calculated by the Parent as of any applicable date was inaccurate and (ii) a proper calculation of such ratio would have resulted in lower pricing for such period, the amount of any overpayment of interest and fees actually made shall, upon delivery of an officer's certificate to the Administrative Agent by the Parent, demonstrating the amount of such overpayment, be applied as a credit to all subsequent payments due from any Loan Party under any Loan Document to the applicable Lenders, ratably among such Lenders, until the amount of such overpayment is eliminated. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b2.07(b) or under Article VIII. The Borrower’s Borrowers' obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, ; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to In the financial statements of event that the Consolidated Group Entities, the Nexstar Borrower Company or the Lenders determine that (i) the Consolidated First Lien Rent-Adjusted Total Net Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Rent-Adjusted Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph clause (b) shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iv), 2.03(j) or 2.07(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandIX.
Appears in 3 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, ; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated Total First Lien Net Leverage Debt to Consolidated EBITDA Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio such ratio would have resulted in higher pricing interest or fees for such any period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action with any such demand by the Administrative Agent or any Lenderbeing excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe applicable L/C Issuer, as the case may be, under Section 2.03(c)(iii), Section 2.03(h) or (i), Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph Section 2.10(b) shall survive for a period of one year following the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations hereunderafter an acceleration of the Loans pursuant to Section 8.02. Any Except in any case where a demand is excused as provided above, any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement (Tribune Media Co), Credit Agreement (Chicagoland Television News, LLC), Credit Agreement (Tribune Media Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower, the Borrower, the Nexstar Borrower Ultimate Parent or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower or the Nexstar Ultimate Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Term B Lenders, applicable Revolving Credit Lenders and the applicable Term A Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the Nexstar Aggregate Commitments, and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due hereunder and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandNexstar Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine Lender determines that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lender promptly on demand by the Administrative Agent Lender (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b2.06(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Tesoro Logistics Lp), Credit Agreement (QEP Midstream Partners, LP)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to In the financial statements of event that the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iv), 2.03(i) or 2.07(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandIX.
Appears in 3 contracts
Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties LLC)
Computation of Interest and Fees. (a) All computations of interest for Base Interest based on Citibank’s base rate or the Federal Funds Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made computed on the basis of a year of 365 days (or 366 days, as days in a leap year) and paid for the case may be, and actual number of days elapsedelapsed (including the first day but excluding the last day). All other computations of interest and fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan year of 360 days and paid for the actual number of days elapsed (including the first day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for but excluding the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject last day).
(b) Subject to Section 2.12(a)8.07, bear interest if on or prior to the first day of any Interest Period for one day. Each determination by any Term Benchmark Loans, (i) the Administrative Agent of an interest rate or fee hereunder determines (which determination shall be conclusive and binding for all purposes, absent manifest error.
(b) Ifthat Adjusted Term SOFR or the EURIBO Rate, as a result of any restatement of or other adjustment applicable, cannot be determined pursuant to the financial statements of definition thereof, or (ii) the Consolidated Group EntitiesMajority Banks determine that for any reason in connection with any request for a Term Benchmark Loan, the Nexstar Borrower or a conversion thereto or a continuation thereof that Adjusted Term SOFR or the Lenders determine that EURIBO Rate, as applicable, for any requested Interest Period with respect to a proposed Term Benchmark Loan, as applicable, does not adequately and fairly reflect the cost to such Banks of making and maintaining such Loan, and the Majority Banks have provided notice of such determination to the Administrative Agent, then upon prompt notice thereof by the Administrative Agent to the Borrowers and each Bank, (a) each Term Benchmark Loan made by such Bank will automatically, upon such demand, (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate if such Term Benchmark Loan is denominated in dollars, be converted into an ABR Loan and (ii) a proper calculation if such Term Benchmark Loan is denominated in euros, be exchanged into an Equivalent amount of dollars and be converted into an ABR Loan and (b) any obligation of the Consolidated First Lien Net Leverage Ratio would have resulted Banks to make Term Benchmark Loans denominated in higher pricing for such perioddollars or euros, as applicable, and any right of any Borrower to continue Term Benchmark Loans denominated in dollars or euros, as applicable, or to convert ABR Loans to Term Benchmark Loans denominated in dollars, shall be suspended (to the Borrower shall immediately and retroactively be obligated to pay to extent of the affected Term Benchmark Loans, or affected Interest Periods) until the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for revokes such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandnotice.
Appears in 3 contracts
Samples: 364 Day Revolving Credit Agreement (Eaton Corp PLC), Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Xxxxx Fargo Bank’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and Lenders, the applicable Term Lenders L/C Issuers or the Swing Line Lender, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender, any L/C Issuer or any the Swing Line Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender, any L/C Issuer or any the Swing Line Lender, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement (Qep Resources, Inc.), Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (QEP Midstream Partners, LP)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Prime Rate shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365/366-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIIIIX. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments of all of the Lenders and the repayment of all other Obligations hereunder for a period of one year following the termination of the Aggregate such Commitments and the repayment of all other such Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesParent Borrower or for any other reason, the Nexstar Borrower Borrowers or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Parent Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s Borrowers’ obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 3 contracts
Samples: Credit Agreement (CSI Compressco LP), Credit Agreement (Tetra Technologies Inc), Credit Agreement (Compressco Partners, L.P.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposespresumptive evidence of such rate or fee, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower, the Nexstar Borrower or the Required Lenders determine in good faith that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesLaws, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b) or under Article VIIIany other provision of this Agreement. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Total Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until hereunder for a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment period of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandone year.
Appears in 3 contracts
Samples: Credit Agreement (Penson Worldwide Inc), Credit Agreement (Penson Worldwide Inc), Credit Agreement (Penson Worldwide Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Lease Adjusted Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesParent or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by Parent, the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Parent or the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement (American Midstream Partners, LP)
Computation of Interest and Fees. (a) All computations Interest (other than interest calculated on the basis of interest for Base the Prime Rate Loans (including Base Rate Loans determined by reference to or the Eurodollar Canadian Prime Rate) shall be made calculated on the basis of a 360-day year for the actual days elapsed. Facility Fees, Acceptance Fees and interest calculated on the basis of 365 the Prime Rate or the Canadian Prime Rate is expressed herein and shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The relevant Agent shall, as soon as practicable, notify the relevant Facility Borrower and the relevant Banks of each determination of the Eurodollar Rate or 366 daysthe Applicable BA Discount Rate. Any change in the interest rate in respect of a Loan or in any Facility Fee or Acceptance Fee resulting from a change in the Base Rate, the Canadian Prime Rate, the Applicable Margin or Status shall become effective as of the opening of business on the day on which a change in the Base Rate or Canadian Prime Rate shall become effective or such Applicable Margin or Status changes as provided herein, as the case may be. The relevant Agent shall notify the relevant Facility Borrower and the relevant Banks of the effective date and the amount of each such change in the Base Rate or Canadian Prime Rate.
(b) Each determination, pursuant to and in accordance with any provision of this Agreement, of the Eurodollar Rate or the Applicable BA Discount Rate by the relevant Agent, and each determination by a Reference Bank of a rate with respect to a Eurodollar Loan or a Bankers' Acceptance to be notified to the relevant Agent pursuant to the definition of "Eurodollar Rate" or "Applicable BA Discount Rate", as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent on the Facility Borrowers and the Banks in the absence of manifest error. The relevant Agent shall, at the request of the relevant Facility Borrower, deliver to such Facility Borrower a statement showing any quotations given by the relevant Reference Banks and the computations used by such Agent in determining any Eurodollar Rate or Applicable BA Discount Rate.
(bc) If, as a result If any Reference Bank's relevant Commitment shall terminate (otherwise than on termination of any restatement of or other adjustment to all the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (iCommitments) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) the relevant Loans made by it hereunder are assigned, or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following prepaid or repaid (otherwise than on the termination prepayment or repayment of the Aggregate Commitments relevant Loans among the Banks) for any reason whatsoever, such Reference Bank shall thereupon cease to be a Reference Bank, and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordinglyif, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise)the foregoing, and none of such additional amounts there shall be deemed overdue only one Reference Bank of a particular category remaining, then the relevant Agent (after consultation with the relevant Facility Borrower and the relevant Banks) shall, as soon as practicable thereafter, by notice to the Facility Borrowers and the relevant Banks, designate another Bank that is willing to act as a Reference Bank so that there shall at all times be at least two Reference Banks of each category. In acting so to designate another Bank to serve as a Eurodollar Reference Bank, the Administrative Agent will use its best efforts to ensure that one Eurodollar Reference Bank will, at all times, be a US$ Bank that has its headquarters office located outside the United States.
(d) If any of the Reference Banks shall be unable or accrue interest at shall otherwise fail to provide notice of a rate to the Default relevant Agent upon its request, the Eurodollar Rate or Applicable BA Discount Rate, as applicable, shall be determined on the basis of rates provided in each case at any time prior to notices of the date that is five Business Days following such demandremaining relevant Reference Banks.
Appears in 2 contracts
Samples: Short Term Revolving Credit Agreement (Chrysler Financial Corp), Short Term Revolving Credit Agreement (Chrysler Financial Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesUltimate Parent or the Borrower, the Nexstar Borrower Borrower, the Ultimate Parent or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower or the Ultimate Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Term B Lenders, applicable Revolving Credit Lenders and the applicable Term A Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the Mission Aggregate Commitments, and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due hereunder and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandMission Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that (i) with respect to ABR Loans the rate of 365 days interest on which is calculated on the basis of the Prime Rate or 366 daysthe US Base Rate (Canada) or Canadian Base Rate Loans or Acceptance Equivalent Loans, the interest thereon and all Acceptance Fees shall be calculated on the basis of a 365- (or 366-, as the case may be, and except in the case of Acceptances or rates calculated based on the CDOR Rate) day year for the actual days elapsed. All other computations of , (ii) interest and fees and interest payable with respect to Multicurrency Revolving Loans denominated in Pounds Sterling shall be made calculated on the basis of a 360‑day 365- (or 366-, as the case may be) day year and for the actual days elapsed and (iii) interest and fees payable with respect to Multicurrency Loans denominated in any other Optional Currency shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed to the extent consistent with market practice. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which results the rates of interest or fees provided in more fees this Agreement and the other Loan Documents (and stated herein or interesttherein, as applicable, being paid than if to be computed on the basis of a 365‑day 360 day year in respect of Loans denominated in Dollars and a 365 day year in respect of Loans denominated in Canadian Dollars or any other period of time less than a calendar year)) are equivalent to the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or 365, as applicable, or such other period of time, respectively. Interest The Administrative Agent shall accrue as soon as practicable notify the Company or relevant Subsidiary Borrower and the relevant Lenders of each determination of a Eurocurrency Rate. Any change in the interest rate on each a Loan for resulting from a change in the ABR, Canadian Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such Loan is made, change becomes effective. The Administrative Agent shall as soon as practicable notify the Company or relevant Subsidiary Borrower and shall not accrue on the relevant Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear change in interest for one day. rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposeson the Company, absent any Subsidiary Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of the Company or any restatement of or other adjustment Subsidiary Borrower, deliver to the financial statements of Company or such Subsidiary Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand quotations used by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect in determining any interest rate pursuant to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any LenderSection 2.22(a), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (Ford Motor Co), Credit Agreement (Ford Motor Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entitiesto be delivered pursuant to this Agreement or for any other reason, the Nexstar Borrower Borrowers or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Parent or the Borrower Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid by such Borrower for such period over the amount of interest and fees actually paid by such Borrower for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The Borrower’s Borrowers’ respective obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesParent or for any other reason, the Nexstar Borrower Borrowers or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Parent or the Borrower Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid by such Borrower for such period over the amount of interest and fees actually paid by such Borrower for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The Borrower’s Borrowers’ respective obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement (American Midstream Partners, LP)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to any Base Rate Loans (including Base Loan based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees per annum fees, interest and interest other amounts payable hereunder shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of the LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Loan), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under Applicable Law. If, from any possible construction of an order for relief with respect this Agreement or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under Applicable Law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under Applicable Law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other amount required to be paid hereunder does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by Applicable Law.
Appears in 2 contracts
Samples: Credit Agreement (American Capital, LTD), Credit Agreement (American Capital, LTD)
Computation of Interest and Fees. (a) All computations of Interest on each Alternate Base Rate Loan shall be due and payable in arrears on each Interest Payment Date applicable to such Loan; and interest for on each LIBOR Rate Loan shall be due and payable on each Interest Payment Date applicable to such Loan. Interest payable hereunder with respect to Alternate Base Rate Loans (including Base accruing interest at the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrowers and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrowers and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrowers and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrowers, deliver to the financial statements of Borrowers a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) [Reserved]
(d) It is the intent of the Administrative Agent, after the occurrence Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between or among the Administrative Agent, the Lenders and the Credit Parties are hereby limited by the provisions of an actual this subsection which shall override and control all such agreements, whether now existing or deemed entry hereafter arising and whether written or oral. In no way, nor in any event or contingency (including prepayment or acceleration of an order for relief with respect the maturity of any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this subsection and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of the United States, automatically and without further action by execution of any amendment or new document. If the Administrative Agent or any Lender)Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the applicable Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.
(e) Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and fees in the case of an Affiliate, the provisions of this Agreement shall apply to such Affiliate to the same extent as to such Lender); provided that should have been paid for any exercise of such period over the amount of interest and fees actually paid for such period. This paragraph option shall not limit affect the rights obligation of the Administrative Agent or any Lender, as applicable Borrower to repay such Loan in accordance with the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under terms of this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments Agreement and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) such Lender shall not be due entitled to any amounts payable hereunder solely in respect of increased costs resulting from such exercise and payable until a demand is made for such payment by existing at the Administrative Agent and accordingly, any nonpayment time of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandexercise.
Appears in 2 contracts
Samples: Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Sterling Daily Rate Loans and ABR Loans, the interest thereon shall be calculated on the basis of 365 a 365- (or 366-, as the case may be) day year for the actual days elapsed or, in any case where the practice in the relevant market differs, in accordance with that market practice. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the relevant Lenders of each determination of a Eurocurrency Rate or 366 daysTerm SOFR. Any change in the interest rate on a Loan resulting from a change in the ABR, the Sterling Daily Rate or the Eurocurrency Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the relevant Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a Eurocurrency Loan or a Term SOFR Loan, the date of conversion of such Eurocurrency Loan or Term SOFR Loan to such ABR Loan, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is madeincluded, and shall not accrue on such Loan, or any portion thereof, for the day on which date of payment of such Loan or the expiration date of an Interest Period applicable to such portion is paidLoan or, with respect to an ABR Loan being converted to a Eurocurrency Loan or a Term SOFR Loan, the date of conversion of such ABR Loan to such Eurocurrency Loan or Term SOFR Loan, as the case may be, shall be excluded; provided that any such if a Loan that is repaid on the same day on which it is made shallmade, subject to Section 2.12(a), bear interest for one day. ’s interest shall be paid on that Loan.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrowers and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower Representative, deliver to the financial statements of Borrower Representative a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand quotations used by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect in determining any interest rate pursuant to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand2.14.
Appears in 2 contracts
Samples: Credit Agreement (Clarivate PLC), Incremental Facility Amendment (CLARIVATE PLC)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower and its Domestic Subsidiaries or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph Section 2.10(b) shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph Section 2.10(b) shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment repayment, satisfaction or discharge of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandObligations.
Appears in 2 contracts
Samples: Amendment No. 2 and Reaffirmation of Collateral Documents (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including accruing interest at the Prime Rate, U.S. Base Rate Loans, Canadian Prime Rate Loans determined by reference to and the Eurodollar Rate) acceptance fee payable in respect of Bankers’ Acceptance Advances shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed elapsed. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of the effective date and the amount of each such change.
(which results in more fees b) Each determination of an interest rate by the Administrative Agent or interestthe Canadian Agent, as applicable, being paid than if pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent or the Canadian Agent shall, at the request of the Borrowers, deliver to the Borrowers a statement showing the computations used by the Administrative Agent or the Canadian Agent, as applicable, in determining any interest rate.
(c) Each Borrower hereby acknowledges that the rate or rates of interest applicable to certain of the Loans and fees as specified hereunder may be computed on the basis of a 365‑day year). Interest shall accrue on each Loan year of 360 days and paid for the day on which such Loan is madeactual number of days elapsed. For purposes of the Interest Act (Canada), and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid if interest computed on the same basis of a 360 day on which it year is made shallpayable for any part of the calendar year, subject to Section 2.12(a), bear the equivalent yearly rate of interest for one day. Each determination may be determined by multiplying the specified rate of interest by the Administrative Agent number of an interest rate days (365 or fee hereunder shall be conclusive 366) in such calendar year and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to dividing such product by 360. For the financial statements purpose of the Consolidated Group EntitiesInterest Act (Canada) and any other purpose, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as principle of deemed reinvestment shall not apply to any applicable date was inaccurate interest calculation under this Credit Agreement, and (ii) a proper calculation the rates of interest stipulated in this Credit Agreement are intended to be nominal rates and not effective rates or yields. Notwithstanding any other provisions of this Credit Agreement, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under this Credit Agreement would otherwise contravene the provisions of Section 347 of the Consolidated First Lien Net Leverage Ratio Criminal Code (Canada), Section 8 of the Interest Act (Canada) or any successor or similar legislation, or would have resulted in higher pricing for exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such periodcompensation 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 Canadian Revolving Loans and Canadian Swingline Loans and refund any further excess amount.
(d) It is the intent of the Agents, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the Credit Parties to conform to and contract in strict compliance with applicable Term usury law from time to time in effect. All agreements between or among the Agents, the Lenders promptly on demand and the Credit Parties are hereby limited by the Administrative Agent provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (orincluding, after but not limited to, prepayment or acceleration of the occurrence maturity of an actual any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this subsection and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Agent or Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the applicable Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall Indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and Fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of 365 days interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366 days366-, as the case may be, and ) day year for the actual days elapsed. All other computations The Administrative Agent shall as soon as practicable notify each Borrower and the Lenders of fees and interest shall be made on the basis each determination of a 360‑day year and actual days elapsed (which results Eurodollar Rate. Any change in more fees the interest rate on a Loan resulting from a change in the ABR or interest, Eurocurrency Reserve Requirements shall become effective as applicable, being paid than if computed of the opening of business on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, change becomes effective. The Administrative Agent shall as soon as practicable notify each Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear change in interest for one day. rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of any Borrower, deliver to such Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.09(a).
(bc) If, as a result of any restatement of or other adjustment public disclosure, inaccuracy in any certificate delivered pursuant to the financial statements foregoing or similar miscalculation of the Consolidated Group EntitiesSustainability Amount and an increase in the Applicable Margins for such period would result from proper calculations based thereon, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the a Borrower under the Bankruptcy Code of the United StatesDebtor Relief Laws, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Avangrid, Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Eurocurrency Rate Loans determined by reference to the Eurodollar Rate) denominated in Sterling shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding prima facie evidence for all purposes, absent manifest demonstrable error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesCompany or for any other reason, the Nexstar Borrower Company or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or any L/C Issuer, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s Borrowers’ obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made hereunder for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to limited period ending one month following the date that is five Business Days following of the Company’s annual audited financial statements which include the period during which such demandtermination and repayment occurred.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hasbro, Inc.), Revolving Credit Agreement (Hasbro, Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b2.02(c)(iii), 2.02(i) or 2.05(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (McClatchy Co), Commitment Reduction and Amendment and Restatement Agreement (McClatchy Co)
Computation of Interest and Fees. (a) All computations of interest for the Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall shall, without duplication, immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any LenderAgent), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b2.06(b) or under Article VIIIVII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Second Amendment Agreement (Teledyne Technologies Inc), Amendment Agreement (Teledyne Technologies Inc)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of interest and fees and all other interest amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Revolving Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such change in the Alternate Base Rate shall become effective. Any change in the interest rate on an LIBOR Market Index Rate Loan is made, and resulting from a change in the LIBOR Market Index Rate shall not accrue become effective as of the opening of business on such Loan, or any portion thereof, for the day on which such Loan or change in the LIBOR Market Index Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Revolving Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Revolving Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Revolving Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Revolving Loans. The right to demand payment of the Revolving Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Revolving Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Revolving Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Ruddick Corp), Credit Agreement (Ruddick Corp)
Computation of Interest and Fees. (a) All computations of Whenever interest for is computed based on the Canadian Prime Rate, the Canadian Base Rate Loans (including or the Base Rate Loans (when the Base Rate is determined by reference Bank of America’s “prime rate”), or the fees due under Section 2.05(c) are computed with respect to the Eurodollar Rate) any Bankers’ Acceptances, such computations shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Tranche 1 Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by For purposes of calculating any fees due hereunder, in the Administrative Agent case of an interest rate any Escalating Credits issued or fee hereunder shall outstanding hereunder, the Aggregate Tranche 1 Commitments will be conclusive and binding for deemed to be utilized in respect of such Escalating Credits in the aggregate amount equal to the maximum aggregate amount available to be drawn under all purposes, absent manifest errorsuch Escalating Credits (after giving effect to all increases).
(b) IfFor the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.
(c) Each determination by an Agent of interest and fees payable by the Company hereunder shall, in the absence of manifest error, be conclusive and binding upon all parties hereto. Notwithstanding the foregoing, in the event that, as a result of any restatement of or other adjustment to the financial statements reconciliation of the Consolidated Group EntitiesAdministrative Agent’s record of outstanding Letters of Credit pursuant to Section 2.03(n) or otherwise, the Nexstar Borrower Administrative Agent determines that there has been an underpayment or overpayment of any fees payable by the Company hereunder, the Administrative Agent shall promptly notify the Company and the Lenders determine that (i) thereof, and the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Tranche 1 Lenders and (in the applicable Term case of any underpayment) or the Tranche 1 Lenders promptly on demand by shall pay to the Administrative Agent (or, after for the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code account of the United States, automatically and without further action by Company (in the Administrative Agent or case of any Lenderoverpayment), an any amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise)reconciliation, and none of on the next regularly occurring payment date for such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandfee.
Appears in 2 contracts
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to Bank of America’s “prime rate” shall be made on the Eurodollar Rate) basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Foreign Currency Committed Loans denominated in Pounds Sterling shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Foreign Currency Committed Loans as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination If applicable, for the purposes of the Interest Act (Canada), (a) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the Administrative Agent actual number of an interest rate or fee hereunder shall be conclusive days in the calendar year of calculation and binding for all purposesdividing it by the number of days in the deemed year, absent manifest error.
(b) If, as a result the principle of deemed reinvestment of interest shall not apply to any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that interest calculation hereunder and (ic) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount rates of interest stipulated herein are intended to be nominal rates and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent effective rates or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandyields.
Appears in 2 contracts
Samples: Credit Agreement (Alberto Culver Co), Credit Agreement (New Aristotle Holdings, Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower, the Borrower, the Nexstar Borrower Ultimate Parent or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower or the Nexstar Ultimate Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term B Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the Nexstar Aggregate Commitments, and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due hereunder and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandNexstar Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Wachovia Bank’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, Swing Line Lender, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, Swing Line Lender, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.08(b) or 2.09(a) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.45 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]
Appears in 2 contracts
Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Wachovia Bank’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, Swing Line Lender, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, Swing Line Lender, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.08(b) or 2.09(a) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of interest and fees and all other interest amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such change in the Alternate Base Rate shall become effective. Any change in the interest rate on an Index Rate Loan is made, and resulting from a change in the Index Rate shall not accrue become effective as of the opening of business on such Loan, or any portion thereof, for the day on which such Loan or change in the Index Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Dollar Tree Stores Inc), Credit Agreement (Dollar Tree Stores Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesNew Holdings, the Nexstar Borrower Representative or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower Representative as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Representative shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Term A Lenders and the applicable Term B Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower Representative under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The BorrowerBorrower Representative’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Incremental Facility Amendment (Media General Inc), Credit Agreement (Media General Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Eurocurrency Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year)) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice as determined by the Administrative Agent. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesCompany or for any other reason, the Nexstar Borrower Company or the Required Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or applicable L/C Issuer, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that if a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in a higher pricing for no more than two of the immediately preceding full fiscal quarters and a lower pricing for no more than two of the immediately preceding full fiscal quarters (due to the shifting of income or expenses from one fiscal quarter to another fiscal quarter or any similar reason), then the amount payable under this clause (b) shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable fiscal quarters over the amount of interest and fees actually paid for all such fiscal quarters, but shall in no event be a negative amount. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. The Each Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 2 contracts
Samples: Credit Agreement (Fti Consulting, Inc), Credit Agreement (Fti Consulting Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesUltimate Parent or the Borrower, the Nexstar Borrower Borrower, the Ultimate Parent or the Lenders determine that (i) the Consolidated First Lien Total Net Leverage Ratio as calculated by the Nexstar Borrower or the Ultimate Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term B Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the Mission Aggregate Commitments, and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due hereunder and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandMission Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)
Computation of Interest and Fees. (a) All computations of fees, interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) and all other amounts payable hereunder shall be made calculated on the basis of a 360 day year of 365 days or 366 days, as for the case may be, and actual days elapsed. All other computations Any change in the Applicable Interest Rate on Base Rate Advances resulting from a change in the Base Rate shall become effective as of fees and interest shall be made the opening of business on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and change in the Base Rate shall not accrue become effective. Any change in the Applicable Interest Rate on such Loan, or any portion thereof, for LIBOR Rate Advances resulting from a change in the day on which such Loan or such portion is paid, provided that any such Loan that is repaid LIBOR Rate shall become effective on the same first day on which it is made shall, subject to Section 2.12(a), bear interest for one dayof the next Interest Period. Lender shall as soon as practicable notify Borrower and Lender of the effective date and the amount of each such change.
(b) Each determination by the Administrative Agent of an interest rate or fee hereunder Applicable Interest Rate by Lender pursuant to any provision of this Agreement shall be conclusive and binding for all purposes, absent on Borrower in the absence of manifest error. Lender shall, at the request of Borrower, deliver to Borrower a statement showing the computations used by Lender in determining any interest rate.
(bc) It is the intent of Lender and Borrower to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Lender and Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, as a result from any possible construction of any restatement of the Credit Documents or any other adjustment document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the financial statements provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If Lender shall ever receives anything of value which is characterized as interest on the Facilities under applicable law and which would, apart from this provision, be in excess of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Facilities and not to the payment of interest, or refunded to Borrower if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Facilities. The right to demand payment of the Facilities or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and Lender do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to Lender with respect to the Facilities shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Facilities so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 2 contracts
Samples: Credit and Security Agreement (Sun Hydraulics Corp), Credit and Security Agreement (Sun Hydraulics Corp)
Computation of Interest and Fees. (a) All Other than calculations in respect of the Base Rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) and fees hereunder shall be made on the basis of a year of 365 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or 366 days, as fees are payable (to the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if extent computed on the basis of a 365‑day yeardays elapsed). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Adjusted Total Debt to EBITDAR Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Adjusted Total Debt to EBITDAR Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders Issuing Bank, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe Issuing Bank, as the case may be, under CHAR1\1185130v10 Section 2.08(b2.13(c), 2.14(c) or 2.23(d), or under Article VIIIIX. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Interest based on the Prime Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) and commitment fees hereunder shall be made computed on the basis of a year of 365 days (or 366 days, as days in a leap year) and paid for the case may be, and actual number of days elapsedelapsed (including the first day but excluding the last day). All other computations interest and all letter of credit fees and interest hereunder shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan year of 360 days and paid for the actual number of days elapsed (including the first day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for but excluding the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(alast day), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment The Administrative Agent shall determine each interest rate applicable to the financial statements Loans hereunder and each Commitment Fee Rate and LC Fee Rate applicable hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of each rate of interest, Commitment Fee Rate and LC Fee Rate so determined, and its determination thereof shall be conclusive in the Consolidated Group Entitiesabsence of manifest error; provided that, if the Administrative Agent makes such determinations for any Rate Period on the basis of an estimated Pricing Level set forth in a certificate delivered by the Borrower pursuant to Section 5.01(e) and subsequently determines (or receives a certificate pursuant to Section 5.01(e) establishing) that a higher Pricing Level applies during such Rate Period, the Nexstar Administrative Agent shall promptly notify the Borrower or and the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in such higher pricing for Pricing Level and, within two Domestic Business Days after receiving such periodnotice, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent Agent, for the account accounts of the applicable Revolving Credit Lenders and Lenders, the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of additional interest and fees that should have been paid for prior to such period over time by reason of the amount applicability of interest and fees actually paid for such periodhigher Pricing Level. This paragraph shall not limit the rights of If the Administrative Agent makes such determinations on the basis of a Pricing Level estimated by the Borrower and subsequently determines (or receives a certificate pursuant to Section 5.01(e) establishing) that a lower Pricing Level applied during the relevant Rate Period, no adjustment shall be made for any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period resulting overpayments of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is theretofore made for such payment by the Administrative Agent and accordingly, any nonpayment Borrower on the basis of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to higher Pricing Level estimated by the date that is five Business Days following such demandBorrower.
Appears in 1 contract
Samples: Credit Agreement (Vencor Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Term SOFR Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Lease Adjusted Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article ARTICLE VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (NOODLES & Co)
Computation of Interest and Fees. (a) All computations of Facility Fees, interest for Base Rate Loans on Borrowings denominated in Sterling, interest on Borrowings denominated in Dollars (including Base Rate Loans determined each Swingline Loan) and calculated by reference to the Eurodollar Prime Rate) , interest on Canadian Prime Borrowings and interest on Peso Base Rate Loans shall be made calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual number of 365 days elapsed; and, otherwise, interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate, the U.S. Base Rate, the Peso Base Rate or 366 daysthe Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The applicable Administrative Agent shall as soon as practicable notify the relevant Borrower and the applicable Lenders of the effective date and the amount of each such change in interest rate. Any change in the Applicable Margin or Applicable Facility Fee Rate resulting from a change in the Credit Rating of the Company shall become effective on the earlier of (x) the date upon which such change is publicly announced by the relevant rating agency and (y) the date upon which the Company provides to the General Administrative Agent reasonably satisfactory evidence of such change.
(b) Each determination of an interest rate by the applicable Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The applicable Administrative Agent shall, at the request of any Borrower, deliver to such Borrower a statement showing the quotations used by such Administrative Agent in determining any interest rate pursuant to subsection 6.7(a).
(c) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.
(d) If any provision of this Agreement would oblige either Canadian Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, and actual days elapsed. All other computations as would not be so prohibited by law or so result in a receipt by that Lender of fees and interest shall “interest” at a “criminal rate”, such adjustment to be made on effected, to the basis of a 360‑day year and actual days elapsed extent necessary (which results in more fees or interestbut only to the extent necessary), as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.follows:
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) firstly, by reducing the Consolidated First Lien Net Leverage Ratio as calculated amount or rate of interest required to be paid by such Canadian Borrower to the Nexstar Borrower as of any applicable date was inaccurate and affected Lender under subsection 6.7; and
(ii) a proper calculation thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by such Canadian Borrower to the affected Lender which would constitute interest for purposes of Section 347 of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent Criminal Code (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any LenderCanada), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Reebok International LTD)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and and/or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph subsection shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i), 2.08(b) ), 2.09 or under Article VIIIIX. The Borrower’s obligations under this paragraph subsection shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations Whenever it is calculated on the basis of the Base Rate, interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days 365- (or 366 days366-, as the case may be, and ) day year for the actual days elapsed. All other computations ; and whenever it is calculated on the basis of fees and the LIBOR Rate, interest shall be made calculated on the basis of a 360‑day 360-day year and for the actual days elapsed (which results in more fees or interest, elapsed. The General Administrative Agent shall as applicable, being paid than if computed on soon as practicable notify the basis Borrower and the Lenders of each determination of a 365‑day year)LIBOR Rate. Interest Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change becomes effective. The General Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for change in the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Base Rate.
(b) Each determination by the Administrative Agent of an interest rate by the General Administrative Agent or fee hereunder Collateral Agent pursuant to any provision of this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(bc) IfFor purposes of calculating interest on the Loans, funds received in the Payment Account shall be applied (conditional upon final collection) when the Collateral Agent is advised by the bank where the Payment Account is maintained of its receipt of "collected funds" if such advice is received before 1:00 p.m., New York City time, on the date of receipt and otherwise on the next Business Day. For purposes of calculating the aggregate Tranche A Available Revolving Credit Commitments or the Tranche B Available Revolving Credit Commitments, as a result of any restatement of or other adjustment applicable,, funds received in the Payment Account will be applied (conditional upon final collection) to the financial statements Loans on the Business Day of receipt when the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated Collateral Agent is advised by the Nexstar Borrower as bank where the Payment Account is maintained of any applicable its receipt of "collected funds" if such advice is received before 1:00 p.m., New York City time, on such date was inaccurate and (ii) a proper calculation of otherwise on the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five next Business Days following such demandDay.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Prime Rate shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees interest for SOFR Loans, and interest for Base Rate Loans when the Base Rate is determined by the Federal Funds Effective Rate, shall be made on the basis of a 360‑day 360-day year and actual days elapsed elapsed.
(which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). b) Interest shall accrue on each Senior Loan (and Revolving LC Disbursement) for the day on which such the Senior Loan (or Revolving LC Disbursement) is made, and shall not accrue on such Loana Senior Loan (or Revolving LC Disbursement), or any portion thereof, for the day on which such the Senior Loan (or Revolving LC Disbursement) or such portion is paid; provided, provided that any such Senior Loan (or Revolving LC Disbursement) that is repaid on the same day on which it is made shall, subject to Section 2.12(a), shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(bc) If, All interest hereunder on any Senior Loan other than a Senior Loan computed by reference to Daily Compounded SOFR shall be computed on a daily basis based upon the outstanding principal amount of such Senior Loan as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated applicable date of determination. All interest hereunder on any Senior Loan computed by the Nexstar Borrower reference to Daily Compounded SOFR shall be computed as of any applicable date was inaccurate of determination on a daily basis based upon (x) the outstanding principal amount of such Senior Loan as of such date of determination plus (y) the accrued, unpaid interest on such Senior Loan attributable to Daily Compounded SOFR (and (iinot, for the avoidance of doubt, attributable to the Applicable Margin) a proper calculation as of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.preceding U.S.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations Interest in respect of interest for the Alternate Base Rate Loans (including Base Rate Loans determined by reference to bearing interest at a rate based upon the Eurodollar Prime Rate) , Letter of Credit commissions and commitment fees shall be made calculated on the basis of a year of 365 days or 366 days366-day year, as the case may be, and for the actual days elapsed. All other computations Interest in respect of fees the Local Rate Loans and interest Acceptances shall be made calculated on the basis of a 360‑day year and 365 or 366-day year, as the case may be, for the actual days elapsed (which results or on such other basis as may be agreed from time to time by the relevant Fronting Lender and the relevant Borrowers to reflect customary practices in more fees the relevant jurisdiction. Interest in respect of the Alternate Base Rate Loans bearing interest at a rate based upon the Federal Funds Effective Rate or interestthe Base CD Rate, as applicable, being paid than if computed the Eurodollar Loans and the Eurocurrency Loans shall be calculated on the basis of a 365‑day year360-day year for the actual days elapsed (or, in the case of Eurocurrency Loans, such other basis as may be agreed from time to time by the relevant Fronting Lender and the relevant Borrower to reflect customary practices in the relevant jurisdiction). Interest The Administrative Agent will, as soon as practicable, notify the Company and the Syndicated Lenders of each determination of a Eurodollar Rate with respect to Syndicated Loans and of any change in the Alternate Base Rate with respect to Syndicated Loans and the effective date thereof. Each Local Fronting Lender will, as soon as practicable, notify the relevant Borrower and the Administrative Agent of each determination of a Eurocurrency Rate for its Denomination Currency, of a Eurodollar Rate for its Local Loans which are Dollar Loans, of any change in the Local Rate for its Denomination Currency, of any change in the Alternate Base Rate for its Local Loans which are Dollar Loans and (in each case) the effective date thereof. Each Acquisition Fronting Lender will, as soon as practicable, notify the relevant Acquisition Borrower and the Administrative Agent of each determination of a Eurocurrency Rate or Eurodollar Rate, as the case may be, for its Fronted Acquisition Loans, of any change therein and (in each case) the effective date thereof. Any change in the interest rate on a Syndicated Loan which is an Alternate Base Rate Loan resulting from a change in the Alternate Base Rate due to a change in the Prime Rate, Base CD Rate or Federal Funds Effective Rate shall accrue become effective as of the opening of business on each Loan for the day on which such change in the Prime Rate, Base CD Rate or Federal Funds Effective Rate, as the case may be, shall become effective. Any change in the interest rate on a Fronted Loan which is made, and an Alternate Base Rate Loan resulting from a change in the Alternate Base Rate shall not accrue become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Fronting Lender on such Loan, or any portion thereof, for the day on which such change shall become effective. Any change in the interest rate on a Local Rate Loan or such portion is paid, provided that any such Loan that is repaid resulting from a change in the Local Rate shall become effective as of the opening of business on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one daysuch change in the Local Rate shall become effective. Each determination by Any change in the Administrative Agent of an interest rate on a Loan resulting from an increase or fee hereunder decrease in the relevant Applicable Margin shall become effective as of the relevant Adjustment Date (regardless, in the case of Eurodollar Loans, Eurocurrency Loans or, to the extent applicable, Local Rate Loans, of the interest rate determined to be conclusive and binding applicable or payable in respect thereof on the first day of the relevant Interest Period). Any change in the Letter of Credit commissions resulting from an increase or decrease in the Applicable Margin with respect to Eurodollar Loans shall become effective as of the next L/C Fee Payment Date for all purposes, absent manifest errorwhich payment is due in respect of the relevant Letter of Credit.
(b) IfExcept as set forth in subsection 10.9, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence each determination of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action interest rate by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Fronting Lender, as the case may be, under Section 2.08(bpursuant to any provision of this Agreement shall be conclusive and binding on the relevant Borrower and the Lenders, in the absence of manifest error.
(c) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for If the Multi-Currency Commitment of a period of one year following the Eurocurrency Reference Lender terminates (otherwise than on termination of the Aggregate Commitments Commitment) or all of its Syndicated Loans are assigned, prepaid or repaid for any reason whatsoever, such Eurocurrency Reference Lender shall cease to be a Eurocurrency Reference Lender hereunder and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent (after consultation with the Company and accordinglythe affected Lenders) shall, any nonpayment by notice to the Company and such Lenders, designate another Multi-Currency Lender as a Eurocurrency Reference Lender so that there shall at all times be at least two Eurocurrency Reference Lenders.
(d) If either of the Eurocurrency Reference Lenders shall be unable or shall otherwise fail to provide notice of a rate to the Administrative Agent as contemplated in the definition of "Eurodollar Rate" or "Eurocurrency Rate" in subsection 1.1, the Eurodollar Rate or Eurocurrency Rate, as the case may be, that was to be determined in part on the basis of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts rate shall be deemed overdue determined on the basis of the rate or accrue interest at rates provided by the Default Rateremaining Eurocurrency Reference Lender, as contemplated in each case at any time prior to the date that is five Business Days following such demandrelevant definition.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Ratea) Interest and fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of 365 days interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366 days366-, as the case may be, and ) day year for the actual days elapsed. All other computations The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of fees and each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Statutory Reserve Rate shall be made become effective as of the opening of business on the basis day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of a 360‑day year the effective date and actual days elapsed (which results the amount of each such change in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year)interest rate. Interest shall accrue on each Loan for each day on which it is made or outstanding, except the day on which such Loan it is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that repaid unless it is repaid on the same day on which that it is made shall, subject to Section 2.12(a), bear interest for one day. was made.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 4.5(a).
(bc) IfIn the event that any financial statement or compliance certificate delivered pursuant to Sections 7.1 or 7.2 respectively is inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), as a result of any restatement of or other adjustment and such inaccuracy, if corrected, would have led to the financial statements application of a higher Applicable Margin or Commitment Fee Rate for any period (an “Applicable Period”) than the Consolidated Group EntitiesApplicable Margin or Commitment Fee Rate applied for such Applicable Period respectively, the Nexstar Borrower or the Lenders determine that then (i) the Consolidated First Lien Net Leverage Ratio as calculated by Borrower shall promptly deliver to the Nexstar Borrower as of any applicable date was inaccurate Administrative Agent a corrected financial statement and a corrected compliance certificate for such Applicable Period, (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing Applicable Margin and the Commitment Fee Rate shall be determined based on the corrected compliance certificate for such periodApplicable Period, and (iii) the Borrower shall immediately and retroactively be obligated to promptly pay to the Administrative Agent (for the account of the applicable Revolving Credit Lenders and the applicable Term Issuing Lenders promptly on demand by during the Administrative Agent (or, after Applicable Period or their successors and assigns) the occurrence accrued additional interest owing as a result of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically such increased Applicable Margin and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid Commitment Fee Rate for such period over the amount of interest and fees actually paid for such periodApplicable Period. This paragraph Section 4.6(c) shall not limit the rights of the Administrative Agent or any Lenderthe Lenders with respect to Section 4.5(b) and Section 9 hereof, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph and shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandAgreement.
Appears in 1 contract
Samples: Incremental Commitment Agreement (KAR Auction Services, Inc.)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans, when the Base Rate is based on the Prime Rate the interest thereon shall be calculated on the basis of 365 days a 365- (or 366 days366-, as the case may be, and ) day year for the actual days elapsed. All other computations The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of fees and interest shall be made on the basis each determination of a 360‑day year and actual days elapsed (which results Eurodollar Rate. Any change in more fees the interest rate on a Loan resulting from a change in the Base Rate or interest, the Eurocurrency Reserve Requirements shall become effective as applicable, being paid than if computed of the opening of business on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear change in interest for one day. rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(bc) If, as a result of any restatement of public disclosure, inaccuracy in any certificate delivered or other adjustment to the financial statements similar miscalculation of the Consolidated Group Entities, KPI Metrics and an increase in the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing Applicable Margins for such periodperiod would result from proper calculations based thereon, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesDebtor Relief Laws, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for (x) Base Rate Loans based on the Prime Rate and (including Base y) Fixed Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) . If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and Lenders, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or Agent, any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to (i) ABR Loans the rate of 365 interest on which is calculated on the basis of the Prime Rate and (ii) Eurocurrency Loans in Pounds, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower Representative and Lenders of each determination of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or 366 daysany reserve requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower Representative and the Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a Eurocurrency Loan, CDOR Loan or Alternate Rate Loan, the date of conversion of such Eurocurrency Loan, CDOR Loan or Alternate Rate Loan to such ABR Loan, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is madeincluded, and shall not accrue on such Loan, or any portion thereof, for the day on which date of payment of such Loan or the expiration date of an Interest Period applicable to such portion is paidLoan or, with respect to an ABR Loan being converted to a Eurocurrency Loan, CDOR Loan or Alternate Rate Loan, the date of conversion of such ABR Loan to such Eurocurrency Loan, CDOR Loan or Alternate Rate Loan, as the case may be, shall be excluded; provided that any such if a Loan that is repaid on the same day on which it is made shallmade, subject to Section 2.12(a), bear interest for one day. ’s interest shall be paid on that Loan.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Group Members and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrowers, deliver to the financial statements of Borrowers a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand quotations used by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect in determining any interest rate pursuant to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any LenderSection 2.12(a), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for the Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine Lender determines that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall shall, without duplication, immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lender promptly on demand by the Administrative Agent Lender (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b2.06(b) or under Article VIIIVII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments of the Lender and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar RateRate or the Term SOFR) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(ba) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Lease Adjusted Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (NOODLES & Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Eurocurrency Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesCompany (other than any restatement or other adjustment of the financial statements of the Company solely due to any change in GAAP which occurred after the completion of the applicable period for which such financial statements were prepared but for which the Company was nonetheless required to restate the financial statements for such period in accordance with such changes in GAAP) or for any other reason, the Nexstar Borrower Company or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the such Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIIIIX. The Borrower’s Borrowers’ obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All Subject to Section 10.09, all other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365- day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesLimited or for any other reason, the Nexstar Borrower Borrower, Limited or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or Agent, any Lender, or the L/C Issuer, as the case may be, under Section Sections 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (Helen of Troy LTD)
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Base Rate Loans (including Base based on the Prime Rate and with respect to Foreign Currency Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of Adjusted Term SOFR, a Foreign Currency Daily Rate or interest, as applicable, being paid than if computed Foreign Currency Term Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.
(bc) IfThe parties understand that the Applicable Percentage may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by Hyatt (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, as including without limitation because of a result subsequent restatement of earnings by Hyatt) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any restatement additional interest and fees due because of or other adjustment to the financial statements of the Consolidated Group Entitiessuch recalculation, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay such additional interest or fees due to the Administrative Agent Agent, for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand each Lender, within 5 Business Days of receipt of such written notice (or such other form as may be approved by the Administrative Agent (or, after the occurrence of including any form on an actual electronic platform or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action electronic transmission system as shall be approved by the Administrative Agent Agent), appropriately completed and signed by a Responsible Officer of the Borrower). Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, any Issuing Lender’s or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the ’s other rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandAgreement.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base and Daily Benchmark Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding prima facie evidence for all purposes, absent manifest demonstrable error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesCompany or for any other reason, the Nexstar Borrower Company or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio or Post EOne Consolidated Total Leverage Ratio, as applicable, as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio or Post EOne Consolidated Total Leverage Ratio, as applicable, would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or any L/C Issuer, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Laws, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s Borrowers’ obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made hereunder for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to limited period ending one month following the date that is five Business Days following of the Company’s annual audited financial statements which include the period during which such demandtermination and repayment occurred.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest on Base Rate Loans (including other than Base Rate Loans determined by reference to based on the Eurodollar Federal Funds Effective Rate) shall be made calculated on the basis of a year of 365 days 365- (or 366 days366-, as the case may be), and day year for the actual days elapsed. All other computations of elapsed and interest on LIBOR Loans, unused commitment fees and interest all other Obligations of the Borrower shall be made calculated on the basis of a 360‑day 360-day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Agent shall as applicable, being paid than if computed on soon as practicable notify the basis Borrower and the Lenders of each determination of a 365‑day year)LIBOR Adjusted Rate. Interest Any change in the interest rate on a Loan resulting from a change in the Base Rate or the LIBOR Reserve Requirements shall accrue become effective as of the opening of business on each Loan for the day on which such Loan change in the Base Rate is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan announced or such portion is paid, provided that any such Loan that is repaid on change in the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any LenderLIBOR Reserve Requirements becomes effective, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph Agent shall survive for a period of one year following as soon as practicable notify the termination Borrower and the Lenders of the Aggregate Commitments effective date and the repayment amount of each such change in interest rate.
(b) If any Reference Lender's Commitment shall terminate or all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) of its Loans shall not be due assigned for any reason whatsoever, such Reference Lender shall thereupon cease to be a Reference Lender, and payable until a demand is made for such payment by the Administrative Agent and accordinglyif, any nonpayment of such interest or fees as a result of any such inaccuracy the foregoing, there would only be one Reference Lender remaining, the Agent (after consultation with the Borrower and the Co-Arrangers) shall, by notice to the Borrower and the Lenders, designate another Lender reasonably acceptable to the Borrower as a Reference Lender so that there shall not constitute a Default at all times be at least two Reference Lenders (whether retroactively or otherwise)provided that, and none notwithstanding the foregoing, (i) Union Bank of such additional amounts California, N.A., shall be deemed overdue or accrue interest at one of the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.Reference Lenders hereunder for so long as it shall serve as Administrate Agent hereunder and (ii)
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and Fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of 365 days interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366 days366-, as the case may be, and ) day year for the actual days elapsed. All other computations The Administrative Agent shall as soon as practicable notify each Borrower and the Lenders of fees and interest shall be made on the basis each determination of a 360‑day year and actual days elapsed (which results Eurodollar RateAdjusted Term SOFR or Adjusted Daily Compounded SOFR. Any change in more fees the interest rate on a Loan resulting from a change in the ABR or interestEurocurrency Reserve Requirements, Adjusted Term SOFR or Adjusted Daily Compounded SOFR shall become effective as applicable, being paid than if computed of the opening of business on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, change becomes effective. The Administrative Agent shall as soon as practicable notify each Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear change in interest for one day. rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of any Borrower, deliver to such Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.09(a).
(bc) If, as a result of any restatement of or other adjustment public disclosure, inaccuracy in any certificate delivered pursuant to the financial statements foregoing or similar miscalculation of the Consolidated Group EntitiesSustainability Amount and an increase in the Applicable Margins or, following the effectiveness of the ESG Amendments, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing Facility Fee Rate for such periodperiod would result from proper calculations based thereon, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the a Borrower under the Bankruptcy Code of the United StatesDebtor Relief Laws, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) Interest and fees payable pursuant hereto shall be made calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of 365 interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Borrowers and the relevant Lenders of each determination of a Eurodollar Rate or 366 daysa Euribor Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the relevant Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan or Floating Eurodollar Rate Loan being converted from a CDOR Loan or Eurodollar Loan, the date of conversion of such CDOR Loan or Eurodollar Loan to such ABR Loan or Floating Eurodollar Rate Loans, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is madeincluded, and shall not accrue on such Loan, or any portion thereof, for the day on which date of payment of such Loan or the expiration date of an Interest Period applicable to such portion is paidLoan or, with respect to an ABR Loan or Floating Eurodollar Rate Loans being converted to a Eurodollar Loan or CDOR Loan, the date of conversion of such ABR Loan or Floating Eurodollar Rate Loans to such Eurodollar Loan or CDOR Loan, as the case may be, shall be excluded; provided that any such if a Loan that is repaid on the same day on which it is made shallmade, subject to Section 2.12(a), bear interest for one day. ’s interest shall be paid on that Loan.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Agreement shall be conclusive and binding for all purposes, absent on each Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment Borrower, deliver to such Borrower a statement showing the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand quotations used by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect in determining any interest rate pursuant to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any LenderSection 2.14(a), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (McClatchy Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All Subject to Section 10.09, all other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesLimited or for any other reason, the Nexstar Borrower Borrower, Limited or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or Agent, any Lender, or the L/C Issuer, as the case may be, under Section Sections 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (Helen of Troy LTD)
Computation of Interest and Fees. (a) All Except as otherwise expressly provided herein, all computations of interest for for: (i) Base Rate Loans (including Domestic Base Rate Loans determined by reference to the Eurodollar RateRateTerm SOFR) and Domestic Swing Line Loans shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees ; and interest (ii) Alternative Currency Daily Rate Loans and U.K. Swing Line Alternative Currency Rate Loans denominated in Sterling shall be made on the basis of a 360‑day year of 365 days and actual days elapsed; and all other computations of fees and interest, including those with respect to Eurodollar Rate Loans, U.K. Swing Line Overnight Dollar Rate Loans, U.K. Swing Line Alternative Currency Rate Loans denominated in Euros, and Alternative Currency Term RateSOFR Loans, shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Loans denominated in Alternative CurrenciesCanadian Dollars as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid; provided, provided that that, any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative applicable Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to For the financial statements purposes of the Consolidated Group EntitiesInterest Act (Canada), the Nexstar Borrower or the Lenders determine that (i) whenever a rate of interest or fee rate hereunder is calculated on the Consolidated First Lien Net Leverage Ratio basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as calculated a yearly rate by multiplying such rate of interest or fee rate by the Nexstar Borrower as actual number of any applicable date was inaccurate days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) a proper calculation the principle of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount reinvestment of interest shall not apply to any interest calculation hereunder and fees that should have been paid for such period over (iii) the amount rates of interest stipulated herein are intended to be nominal rates and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent effective rates or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandyields.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Computation of Interest and Fees. (a) All computations Facility fees and interest (other than interest calculated on the basis of interest for Base the Prime Rate, the Cdn Prime Rate or, with respect to CDOR Loans (including Base Rate Loans determined by reference to made on or after the Eurodollar Effective Date, the CDOR Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated on the basis of the Prime Rate, the Cdn Prime Rate or, with respect to CDOR Loans made on or after the Effective Date, the CDOR Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of each determination of a Eurodollar Rate, CDOR Rate or Money Market Rate. Any change in the interest rate on a Revolving Credit Loan resulting from a change in the ABR or the Cdn Prime Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of the effective date and the amount of each such change in interest rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrowers, deliver to the Borrowers a statement showing the quotations used by the Administrative Agent in determining any interest rate with respect to any Eurodollar Loan or CDOR Loan.
(c) For the purpose of the Interest Act (Canada) and disclosure thereunder, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of 365 360 days or 366 daysany other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 360 or such other period of time, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (Kimco Realty Corp)
Computation of Interest and Fees. (a) All computations of interest for the Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.09(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder or under the Fee Letter shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine Administrative Agent determines that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall shall, without duplication, immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any LenderAgent), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b2.6(b) or under Article VIIIVII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to any Alternate Base Rate Loans Loan (including Base or any LIBOR Rate Loans determined by reference to Loan based on the Eurodollar Prime Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall shall, without duplication, immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b) or under Article VIIIIX. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments of all of the Lenders and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base based on the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Credit Party Obligations), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurous amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable to such Loan. Interest payable hereunder with respect to Base Rate Loans (including Base accruing interest at the Prime Rate Loans determined by reference to the Eurodollar Rate) shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of Term SOFR on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Administrative Agent, after the occurrence Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between or among the Administrative Agent, the Lenders and the Credit Parties are hereby limited by the provisions of an actual this subsection which shall override and control all such agreements, whether now existing or deemed entry hereafter arising and whether written or oral. In no way, nor in any event or contingency (including prepayment or acceleration of an order for relief with respect the maturity of any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this subsection and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of the United States, automatically and without further action by execution of any amendment or new document. If the Administrative Agent or any Lender)Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall Indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 1 contract
Samples: Credit Agreement (WestRock Co)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for Eurocurrency Rate Loans determined by reference to the Eurodollar Rate) denominated in Sterling shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding prima facie evidence for all purposes, absent manifest demonstrable error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesCompany or for any other reason, the Nexstar Borrower Company or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made hereunder for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to limited period ending one month following the date that is five Business Days following of the Company’s annual audited financial statements which include the period during which such demandtermination and repayment occurred.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to Alternate Base Rate Loans (including Base based on the Prime Rate and with respect to LIBOR Rate Loans determined by reference to the Eurodollar Rate) denominated in Pounds Sterling shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.
(bc) IfThe parties understand that the Applicable Percentage may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, as including without limitation because of a result subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any restatement additional interest and fees due because of or other adjustment to the financial statements of the Consolidated Group Entitiessuch recalculation, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay such additional interest or fees due to the Administrative Agent Agent, for the account of each Lender, within 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the applicable Revolving Credit Lenders termination of this Agreement, and the applicable Term Lenders promptly on demand by this provision shall not in any way limit any of the Administrative Agent (orAgent’s, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent any Issuing Lender’s or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the ’s other rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demandAgreement.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrowers or for any other reason, the Nexstar Borrower Borrowers or the Lenders determine that that: (i) (A) the Consolidated First Lien Net Leverage Funded Indebtedness to Capitalization Ratio as calculated by the Nexstar Borrower Borrowers as of any applicable date was inaccurate and (iiB) a proper calculation of the Consolidated First Lien Net Leverage Funded Indebtedness to Capitalization Ratio would have resulted in higher pricing for such period, then the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period or (ii) (A) the Funded Indebtedness to Capitalization Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (B) a proper calculation of the Funded Indebtedness to Capitalization Ratio would have resulted in lower pricing for such period (and, in the case of this clause (ii), the Administrative Agent shall have agreed with such determination, such agreement not to be unreasonably withheld), then, subject to the proviso at the end of this sentence, the applicable Lenders or the L/C Issuer, as the case may be, shall promptly provide (and shall instruct the Administrative Agent to provide) the Borrowers with a credit against any remaining unpaid interest and fees in an amount equal to the excess of the amount of interest and fees that were actually paid for such period over the amount of interest and fees that should have been paid for such period; provided that such credit shall only apply to interest payments and fees owed to those Lenders and L/C Issuers that were the beneficiaries of the overpayment. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s Borrowers’ obligations and rights under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including when the Base Rate Loans is determined by reference to the Eurodollar Rate) Bank of America’s “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year)) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesCompany used to determine the Applicable Rate (other than adjustments arising from normal year-end adjustments of unaudited quarterly financial statements or from changes in GAAP), the Nexstar Borrower Company or the Lenders determine in good faith that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower Company as of any applicable date was inaccurate and (ii) a the proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of for the applicable Revolving Credit Lenders and the applicable Term Lenders Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the either Borrower under the Bankruptcy Code of in the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of right to the Administrative Agent Agent, any Lender or any Lender, the L/C Issuer as the case may bebe under Sections 2.03(c)(iii), under Section 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s Borrowers’ obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments Commitment and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Interest payable hereunder with respect to any Alternate Base Rate Loans (including Base Loan based on the Prime Rate Loans determined by reference to the Eurodollar Rate) or Alternative Currency borrowing denominated in English Pounds Sterling shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All fees, interest and all other computations of fees and interest amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed (which results in more fees or interest, elapsed. The Administrative Agent shall as applicable, being paid than if computed soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the basis Business Day of the determination thereof. Any change in the interest rate on a 365‑day year). Interest Loan resulting from a change in the Alternate Base Rate shall accrue become effective as of the opening of business on each Loan for the day on which such Loan is made, change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and shall not accrue on the Lenders of the effective date and the amount of each such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. change.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of an interest rate or fee hereunder this Credit Agreement shall be conclusive and binding for all purposes, absent on the Borrower and the Lenders in the absence of manifest error.
(b) If. The Administrative Agent shall, as a result at the request of any restatement of or other adjustment the Borrower, deliver to the financial statements of Borrower a statement showing the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand computations used by the Administrative Agent in determining any interest rate.
(orc) It is the intent of the Lenders and the Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, after whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the occurrence maturity of an actual any Loan), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect this Credit Agreement or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other amount required to be paid hereunder does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment on account of such interest or fees as a result of any such inaccuracy shall indebtedness does not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at exceed the Default Rate, in each case at any time prior to the date that is five Business Days following such demandmaximum nonusurious amount permitted by applicable law.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for (x) Base Rate Loans based on the Prime Rate and (including Base y) Fixed Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) . If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and Lenders, as the applicable Term Lenders case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or Agent, any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIIIIX. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations Interest in respect of interest for the Alternate Base Rate Loans (including Base Rate Loans determined by reference to bearing interest at a rate based upon the Eurodollar Prime Rate) , Letter of Credit commissions and commitment fees shall be made calculated on the basis of a year of 365 days or 366 days366-day year, as the case may be, and for the actual days elapsed. All other computations Interest in respect of fees the Local Rate Loans and interest Acceptances shall be made calculated on the basis of a 360‑day year and 365 or 366-day year, as the case may be, for the actual days elapsed (which results or on such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Borrowers to reflect customary practices in more fees or interestthe relevant jurisdiction. Interest in respect of the Alternate Base Rate Loans bearing interest at a rate based upon the Federal Funds Effective Rate, as applicable, being paid than if computed the Eurodollar Loans and the Eurocurrency Loans shall be calculated on the basis of a 365‑day year360-day year for the actual days elapsed (or, in the case of Eurocurrency Loans, such other basis as may be agreed from time to time by the relevant Local Fronting Lender and the relevant Borrower to reflect customary practices in the relevant jurisdiction). Interest The Administrative Agent will, as soon as practicable, notify the Company and the Syndicated Lenders of each determination of a Eurodollar Rate with respect to Syndicated Loans and of any change in the Alternate Base Rate with respect to Syndicated Loans and the effective date thereof. Each Local Fronting Lender will, as soon as practicable, notify the relevant Borrower and the Administrative Agent of each determination of a Eurocurrency Rate for its Denomination Currency, of a Eurodollar Rate for its Local Loans which are Dollar Loans, of any change in the Local Rate for its Denomination Currency, of any change in the Alternate Base Rate for its Local Loans which are Dollar Loans and (in each case) the effective date thereof. Any change in the interest rate on a Syndicated Loan which is an Alternate Base Rate Loan resulting from a change in the Alternate Base Rate due to a change in the Prime Rate or Federal Funds Effective Rate shall accrue become effective as of the opening of business on each Loan for the day on which such change in the Prime Rate or Federal Funds Effective Rate, as the case may be, shall become effective. Any change in the interest rate on a Local Loan which is made, and an Alternate Base Rate Loan resulting from a change in the Alternate Base Rate shall not accrue become effective as of the opening of business in the jurisdiction of the local lending office of the relevant Local Fronting Lender on such Loan, or any portion thereof, for the day on which such change shall become effective. Any change in the interest rate on a Local Rate Loan or such portion is paid, provided that any such Loan that is repaid resulting from a change in the Local Rate shall become effective as of the opening of business on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by such change in the Administrative Agent of an interest rate or fee hereunder Local Rate shall be conclusive and binding for all purposes, absent manifest errorbecome effective.
(b) IfExcept as set forth in subsection 7.9, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence each determination of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action interest rate by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Local Fronting Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under pursuant to any provision of this paragraph Agreement shall survive for a period of one year following be conclusive and binding on the termination of the Aggregate Commitments relevant Borrower and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default RateLenders, in each case at any time prior to the date that is five Business Days following such demandabsence of manifest error.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Eurocurrency Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall shall, without duplication, immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, Lender under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise2.06(b), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Teledyne Technologies Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All Subject to Section 10.09, all other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesLimited or for any other reason, the Nexstar Borrower Borrower, Limited or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or Agent, any Lender, or the L/C Issuer, as the case may be, under Section Sections 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (Helen of Troy LTD)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of of, or other adjustment to to, the consolidated financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders Administrative Agent determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as pursuant to any Compliance Certificate delivered during any of any applicable date the preceding eight fiscal quarters was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be thereafter become obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on within five (5) Business Days following demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent Agent, any Lender or any LenderL/C Issuer), an amount equal to the excess of the amount of interest and fees and/or fees, as the case may be, that should have been paid for such period over the amount of interest and fees and/or fees, as the case may be, actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any LenderL/C Issuer, as the case may be, under Section 2.08(b2.03(c)(iii), 2.03(i) or 2.09(b) or under Article VIII. The Borrower’s 's payment obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Revolving Credit Commitments and but, if such Revolving Credit Commitments have therefore been, or contemporaneously therewith are being, terminated, shall terminate upon the irrevocable repayment in full in cash of all other monetary Obligations then due hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Samples: Credit Agreement (Helix Energy Solutions Group Inc)
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans when determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, ; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lendereither L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIIIIX. The Borrower’s 's obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans (including Base Rate Loans when determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day 365-day year). Interest shall accrue on each Loan for the day on which such the Loan is made, and shall not accrue on such a Loan, or any portion thereof, for the day on which such the Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Consolidated Group EntitiesBorrower or for any other reason, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Total Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and or the applicable Term Lenders L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesCode, automatically and without further action by the Administrative Agent Agent, any Lender or any Lenderthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent Agent, any Lender or any Lendereither L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIIIIX. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.
Appears in 1 contract
Computation of Interest and Fees. (a) All computations of Interest on each Alternate Base Rate Loan shall be due and payable in arrears on each Interest Payment Date applicable to such Loan; and interest for on each LIBOR Rate Loan shall be due and payable on each Interest Payment Date applicable to such Loan. Interest payable hereunder with respect to Alternate Base Rate Loans (including accruing interest at the Prime Rate, U.S. Base Rate Loans, Canadian Prime Rate Loans determined by reference to and the Eurodollar Rate) acceptance fee payable in respect of Bankers’ Acceptance Advances shall be made calculated on the basis of a year of 365 days (or 366 days, as applicable) for the case may be, and actual days elapsed. All other computations of fees fees, interest and interest all other amounts payable hereunder shall be made calculated on the basis of a 360‑day 360 day year and for the actual days elapsed elapsed. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of the effective date and the amount of each such change.
(which results in more fees b) Each determination of an interest rate by the Administrative Agent or interestthe Canadian Agent, as applicable, being paid than if pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent or the Canadian Agent shall, at the request of the Borrowers, deliver to the Borrowers a statement showing the computations used by the Administrative Agent or the Canadian Agent, as applicable, in determining any interest rate.
(c) Each Borrower hereby acknowledges that the rate or rates of interest applicable to certain of the Loans and fees as specified hereunder may be computed on the basis of a 365‑day year). Interest shall accrue on each Loan year of 360 days and paid for the day on which such Loan is madeactual number of days elapsed. For purposes of the Interest Act (Canada), and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid if interest computed on the same basis of a 360 day on which it year is made shallpayable for any part of the calendar year, subject to Section 2.12(a), bear the equivalent yearly rate of interest for one day. Each determination may be determined by multiplying the specified rate of interest by the Administrative Agent number of an interest rate days (365 or fee hereunder shall be conclusive 366) in such calendar year and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to dividing such product by 360. For the financial statements purpose of the Consolidated Group EntitiesInterest Act (Canada) and any other purpose, the Nexstar Borrower or the Lenders determine that (i) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as principle of deemed reinvestment shall not apply to any applicable date was inaccurate interest calculation under this Credit Agreement, and (ii) a proper calculation the rates of interest stipulated in this Credit Agreement are intended to be nominal rates and not effective rates or yields. Notwithstanding any other provisions of this Credit Agreement, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under this Credit Agreement would otherwise contravene the provisions of Section 347 of the Consolidated First Lien Net Leverage Ratio Criminal Code (Canada) or any successor or similar legislation, or would have resulted in higher pricing for exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such periodcompensation 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 Canadian Revolving Loans and Canadian Swingline Loans and refund any further excess amount.
(d) It is the intent of the Agents, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the Credit Parties to conform to and contract in strict compliance with applicable Term usury law from time to time in effect. All agreements between or among the Agents, the Lenders promptly on demand and the Credit Parties are hereby limited by the Administrative Agent provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (orincluding, after but not limited to, prepayment or acceleration of the occurrence maturity of an actual any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or deemed entry received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of an order for relief with respect any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the Borrower provisions of this subsection and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the Bankruptcy Code necessity of execution of any amendment or new document. If any Agent or Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the United States, automatically and without further action by the Administrative Agent or any Lender)maximum nonusurious amount, an amount equal to the excess amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the applicable Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest and fees that should have been paid for on account of such period over Indebtedness does not exceed the maximum nonusurious amount of interest and fees actually paid for such period. This paragraph shall not limit permitted by applicable law.
(e) Notwithstanding anything herein or in any other Credit Document to the rights of the Administrative Agent or contrary, any Lender, as the case may be, under Section 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Any additional interest or fees accrued under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time Original Credit Agreement prior to the date Restatement Effective Date that is five Business Days following such demandare paid on or prior to the Restatement Effective Date pursuant to the Amendment Agreement shall be considered paid in full for all purposes of this Agreement and the other Credit Documents.
Appears in 1 contract
Samples: Amendment No. 3 (Rock-Tenn CO)
Computation of Interest and Fees. (a) All computations Interest (other than interest calculated on the basis of interest for Base the Prime Rate Loans (including Base Rate Loans determined by reference to or the Eurodollar Canadian Prime Rate) shall be made calculated on the basis of a 360-day year for the actual days elapsed. Facility Fees, Acceptance Fees and interest calculated on the basis of 365 the Prime Rate or the Canadian Prime Rate is expressed herein and shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The relevant Agent shall, as soon as practicable, notify the relevant Facility Borrower and the relevant Banks of each determination of the Eurodollar Rate or 366 daysthe Applicable BA Discount Rate. Any change in the interest rate in respect of a Facility Loan or in any Facility Fee or Acceptance Fee resulting from a change in the Base Rate, the Canadian Prime Rate, the Applicable Margin or Status shall become effective as of the opening of business on the day on which a change in the Base Rate or Canadian Prime Rate shall become effective or such Applicable Margin or Status changes as provided herein, as the case may be. The relevant Agent shall notify the relevant Facility Borrower and the relevant Banks of the effective date and the amount of each such change in the Base Rate or Canadian Prime Rate.
(b) Each determination, pursuant to and in accordance with any provision of this Agreement, of the Eurodollar Rate or the Applicable BA Discount Rate by the relevant Agent, and each determination by a Reference Bank of a rate with respect to a Eurodollar Loan or a Bankers' Acceptance to be notified to the relevant Agent pursuant to the definition of "Eurodollar Rate" or "Applicable BA Discount Rate", as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360‑day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365‑day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent on the Facility Borrowers and the Banks in the absence of manifest error. The relevant Agent shall, at the request of the relevant Facility Borrower, deliver to such Facility Borrower a statement showing any quotations given by the relevant Reference Banks and the computations used by such Agent in determining any Eurodollar Rate or Applicable BA Discount Rate.
(bc) If, as a result If any Reference Bank's relevant Commitment shall terminate (otherwise than on termination of any restatement of or other adjustment to all the financial statements of the Consolidated Group Entities, the Nexstar Borrower or the Lenders determine that (iCommitments) the Consolidated First Lien Net Leverage Ratio as calculated by the Nexstar Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated First Lien Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders and the applicable Term Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.08(b) the relevant Facility Loans made by it hereunder are assigned, or under Article VIII. The Borrower’s obligations under this paragraph shall survive for a period of one year following prepaid or repaid (otherwise than on the termination prepayment or repayment of the Aggregate Commitments relevant Facility Loans among the Banks) for any reason whatsoever, such Reference Bank shall thereupon cease to be a Reference Bank, and the repayment of all other Obligations hereunder. Any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordinglyif, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise)the foregoing, and none of such additional amounts there shall be deemed overdue only one Reference Bank of a particular category remaining, then the relevant Agent (after consultation with the relevant Facility Borrower and the relevant Banks) shall, as soon as practicable thereafter, by notice to the Facility Borrowers and the relevant Banks, designate another Bank that is willing to act as a Reference Bank so that there shall at all times be at least two Reference Banks of each category. In acting so to designate another Bank to serve as a Eurodollar Reference Bank, the Administrative Agent will use its best efforts to ensure that one Eurodollar Reference Bank will, at all times, be a US$ Bank that has its headquarters office located outside the United States.
(d) If any of the Reference Banks shall be unable or accrue interest at shall otherwise fail to provide notice of a rate to the Default relevant Agent upon its request, the Eurodollar Rate or Applicable BA Discount Rate, as applicable, shall be determined on the basis of rates provided in each case at any time prior to notices of the date that is five Business Days following such demandremaining relevant Reference Banks.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Chrysler Financial Corp)