Common use of Interest and Applicable Margin Clause in Contracts

Interest and Applicable Margin. (a) The Borrower shall pay interest on the Loan to the Administrative Agent, for the ratable benefit of the Lenders in accordance with the Advances made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) for Base Rate Loans, the Base Rate plus the Applicable Base Margin per annum or (ii) for LIBOR Loans, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate amount outstanding from time to time. (b) If any payment on the Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and of interest on LIBOR Rate Loans shall be made by the Administrative Agent on the basis of a 360 day year and of interest on Base Rate Loans on the basis of a 365/366 day year, in any case, for the actual number of days occurring in the period for which such Fees and interest are payable. The Base Rate shall be determined each day based upon the Base Rate as in effect each day. Each determination by the Administrative Agent of an interest rate and Fees hereunder shall be conclusive, absent manifest error. (d) As long as an Event of Default shall have occurred and be continuing under Section 9.1 (a) or as long as any other Event of Default shall have occurred and be continuing at the election of the Requisite Lenders confirmed by written notice to the Borrower, the interest rates applicable to the Loan shall be increased by three percent (3%) per annum above the rates of interest otherwise applicable hereunder ("Default Rate"), and all other outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) As long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option to (i) request that any Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loan from a Base Rate Loan to one or more LIBOR Loans, (iii) convert any LIBOR Loan to a Base Rate Loan, subject to payment of LIBOR funding breakage costs in accordance with Section 7.8(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any LIBOR Loan upon the expiration of the applicable LIBOR Period with the succeeding LIBOR Period of that continued LIBOR Loan commencing on the last day of the LIBOR Period of the LIBOR Loan to be continued. Any portion of the Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such or (3) the date on which the Borrower wishes to convert a Base Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default shall have occurred and be continuing), that LIBOR Loan shall be converted to a Base Rate Loan at the end of its LIBOR Period. The Borrower must make such election by notice to the Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit C. (f) Notwithstanding anything to the contrary set forth in this Section 2.8, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of the Lenders, is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a) through (e) above unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f), a court of competent jurisdiction shall finally determine that the Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margin. (a) The Borrower shall pay interest on the Loan to the Administrative Agent, for the ratable benefit of the Lenders in accordance with the Advances Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) for Base Rate Loans, the Base Rate plus the Applicable Base Margin per annum or (ii) for LIBOR Loans, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on or, if required pursuant to Section 1.16(c), at the aggregate amount outstanding from time to timeinterest rate specified herein for Index Rate Loans. (b) If any payment on the Term Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and of interest on LIBOR Rate Loans shall be made by the Administrative Agent on the basis of a 360 day year and of interest on Base Rate Loans on the basis of a 365/366 360-day year, in any case, each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Base Rate shall be determined each day based upon the Base Rate as in effect each day. Each determination by the Administrative Agent of an interest rate and Fees hereunder shall be conclusivefinal, binding and conclusive on Borrower, absent manifest error. (d) As So long as an any Default or Event of Default shall have has occurred and be is continuing under Section 9.1 (a) or as long as any other Event of Default shall have occurred and be continuing at the election of Agent (or upon the written request of Requisite Lenders Lenders) confirmed by written notice from Agent to the Borrower, the interest rates applicable to the Term Loan shall be increased by three percent two percentage points (32%) per annum above the rates rate of interest otherwise applicable hereunder ("“Default Rate"”), and all other outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Default or Event of Default until that Default or Event of Default is cured or waived and shall be payable upon demand. (e) As long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option to (i) request that any Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loan from a Base Rate Loan to one or more LIBOR Loans, (iii) convert any LIBOR Loan to a Base Rate Loan, subject to payment of LIBOR funding breakage costs in accordance with Section 7.8(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any LIBOR Loan upon the expiration of the applicable LIBOR Period with the succeeding LIBOR Period of that continued LIBOR Loan commencing on the last day of the LIBOR Period of the LIBOR Loan to be continued. Any portion of the Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such or (3) the date on which the Borrower wishes to convert a Base Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default shall have occurred and be continuing), that LIBOR Loan shall be converted to a Base Rate Loan at the end of its LIBOR Period. The Borrower must make such election by notice to the Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit C. (f) Notwithstanding anything to the contrary set forth in this Section 2.81.5, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "“Maximum Lawful Rate"”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of the Lenders, is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a1.5(a) through (e) above d), unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which that such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f1.5(e), a court of competent jurisdiction shall finally determine that the a Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 1.11 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margin. (a) The Borrower shall pay accrued interest on the Loan to the Administrative Agent, for the ratable benefit of the Lenders Lender in accordance with the Advances made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (iSection 2.5(a) for Base Rate Loans, the Base Rate plus the Applicable Base Margin per annum or (ii) for LIBOR Loans, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate amount outstanding from time Applicable Interest Rate. Adjustments to timethe Applicable Interest Rate in connection with changes in the LIBOR Rate shall be made on the LIBOR Adjustment Date. (b) If any payment on the Loan becomes due and payable on a day other than a Business Day, such payment shall be due on the maturity thereof will be extended to the next immediately succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionDay. (c) All computations of Fees fees calculated on a per annum basis and of interest on LIBOR the Applicable Interest Rate Loans shall be made by the Administrative Agent Lender on the basis of a 360 day year and of interest on Base Rate Loans on the basis of a 365/366 day year, in any case, for the actual number of days occurring in the period for which such Fees and interest are payable. The Base Rate shall be determined each day based upon the Base Rate as in effect each dayelapsed. Each determination by the Administrative Agent Lender of an interest rate the Applicable Interest Rate and Fees fees hereunder shall be conclusive, absent manifest error. (d) As long as If an Event of Default shall have occurred and be continuing under Section 9.1 (a) or as long as any other Event of Default shall have occurred and be continuing at the election of the Requisite Lenders confirmed by written notice to the Borrowercontinuing, the interest rates applicable to the Loan Applicable Interest Rate shall be increased by three five percent (35%) per annum above the rates of interest otherwise applicable hereunder Applicable Interest Rate (the "Default Rate"), and all other outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall automatically accrue from the initial date of such Event of Default until that Event all Events of Default is are cured or waived and shall be payable upon demand. Interest at the Default Rate shall be added to the Loan Amount, and shall be deemed secured by the Security Documents and the other Loan Documents. This Section 2.8(d), however, shall not be construed as an agreement or privilege to extend any Payment Date, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default. (e) As long as no Default If any sum payable under this Agreement, the Note or Event of Default shall have occurred and be continuingany other Loan Document is not paid on or before the fifth (5th) day after such amount is due, the Borrower shall have pay to the option Lender upon demand an amount equal to the lesser of five percent (i5.0%) request that any Advances be made as a LIBOR Loanof such unpaid sum or, (iiif Section 2.8(f) convert at any time all or any part applies, the maximum amount permitted under such section, to defray the expenses incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the outstanding Loan from a Base Rate Loan to one or more LIBOR Loans, (iii) convert any LIBOR Loan to a Base Rate Loan, subject to payment of LIBOR funding breakage costs in accordance with Section 7.8(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any LIBOR Loan upon the expiration of the applicable LIBOR Period with the succeeding LIBOR Period of that continued LIBOR Loan commencing on the last day of the LIBOR Period of the LIBOR Loan to be continued. Any portion of the Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 and integral multiples of $100,000 in excess use of such amount. Any delinquent payment and such election must amount shall be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such or (3) the date on which the Borrower wishes to convert a Base Rate Loan to a LIBOR Loan for a LIBOR Period designated secured by the Borrower in such election. If no election is received with respect to a LIBOR Security Documents and the other Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default shall have occurred and be continuing), that LIBOR Loan shall be converted to a Base Rate Loan at the end of its LIBOR Period. The Borrower must make such election by notice to the Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit C.Documents. (f) Notwithstanding anything to the contrary set forth in this Section 2.8, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of the Lenders, Lender is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a) through (e) above unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any the Lender pursuant to the terms hereof exceed the amount which such the Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f), a court of competent jurisdiction shall finally determine that the Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Administrative Agent Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Interest and Applicable Margin. (a) The Borrower shall pay interest on the Loan to the Administrative Agent, for the ratable benefit of the Lenders in accordance with the Advances made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) for Base Rate Loans, the Base Rate plus the Applicable Base Margin per annum or (ii) for LIBOR Loans, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate amount of Loans outstanding from time to time. The Applicable Base Margin and Applicable LIBOR Margin will be 3.00% and 4.00% per annum, respectively, as of the date hereof. (b) If any payment on the Loan becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of LIBOR Period) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of Fees calculated on a per annum basis and of interest on LIBOR Rate Loans shall be made by the Administrative Agent on the basis of a 360 day year and of interest on Base Rate Loans on the basis of a 365/366 three hundred sixty (360) day year, in any case, each case for the actual number of days occurring in the period for which such interest and Fees and interest are payable. The Base Rate shall be determined each day based upon the Base Rate as in effect each day. Each determination by the Administrative Agent of an interest rate and Fees hereunder shall be conclusive, absent manifest error. (d) As long as an Event of Default shall have occurred and be continuing under Section 9.1 Subsection 9.1(a) or (ai) or as long as any other Event of Default shall have occurred and be continuing at the election of the Requisite Lenders confirmed by written notice to the Borrower, the interest rates applicable to the Loan shall be increased by three two percent (32%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all other outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (e) As long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option to (i) request that any Advances be made as a LIBOR Loan, (ii) convert at any time all or any part of the outstanding Loan from a Base Rate Loan to one or more LIBOR Loans, (iii) convert any LIBOR Loan to a Base Rate Loan, subject to payment of LIBOR funding breakage costs in accordance with Section Subsection 7.8(b) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of any LIBOR Loan upon the expiration of the applicable LIBOR Period with the succeeding LIBOR Period of that continued LIBOR Loan commencing on the last day of the LIBOR Period of the LIBOR Loan to be continued. Any portion of the Loan to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000 1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Advance which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loan to be continued as such or (3) the date on which the Borrower wishes to convert a Base Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default shall have occurred and be continuing), that LIBOR Loan shall be converted to a Base Rate Loan at the end of its LIBOR Period. The Borrower must make such election by notice to the Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit C. (f) Notwithstanding anything to the contrary set forth in this Section 2.8, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of the Lenders, is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.8(a) through (e) above unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.8(f), a court of competent jurisdiction shall finally determine that the Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Administrative Agent shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.10 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.a.m.