Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following: (a) interest on Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month; (b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance; (c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance; (d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and (e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 3 contracts
Samples: Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) the following fees in respect of each Letter of Credit: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(e) an administrative fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(g) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 2 contracts
Samples: Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) in respect of any CDOR Loan, interest at the CDOR Rate applicable to the relevant CDOR Period plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(e) the following fees in respect of each Letter of Credit:
(i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and
(iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) a fronting fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows:
(i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and
(iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(g) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(h) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 2 contracts
Samples: Credit Agreement (Village Farms International, Inc.), Credit Agreement (Village Farms International, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) the following fees in respect of each Letter of Credit: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period prior to and excluding the date on which such Letters of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(e) an administrative fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period prior to and excluding the date on which such Letters of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(g) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by three hundred and sixty-five (365); which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 2 contracts
Samples: Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) in respect of any CDOR Loan, interest at the CDOR Rate applicable to the relevant CDOR Period plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount Limit (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D. For greater certainty, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which no standby fee shall be payable quarterly in arrears on apply after the last Business Day earlier of each Fiscal Quarter based on Final Advance Date and the number date of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. final Advance under Facility C. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 2 contracts
Samples: Credit Agreement (Village Farms International, Inc.), Credit Agreement (Village Farms International, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility B, the Borrower agrees to pay the following:
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by three hundred and sixty five (365), payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by three hundred and sixty five (365), payable at the time of acceptance;; and
(d) prior to and including the Facility B Final Advance Date, a standby fee payable in Canadian Dollars with respect to the unused portion of Facility CB, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount B Limit (less the Commitments of any Non-Funding Lenders under Facility CB) and (ii) the Outstanding Principal Amount under Facility CB, multiplied by the Applicable Margin and divided by three hundred and sixty five (365); which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Facility B Final Advance Date; and
(e) a standby fee payable in Canadian Dollars with respect to . For greater certainty, the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on reduced as a result of any reduction of the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity DateFacility B Limit. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 2 contracts
Samples: Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) Each Revolving Loan shall bear interest on Prime Rate Loans the outstanding principal amount thereof from the date made until such Revolving Loan is paid in full, at a rate per annum equal to the Prime LIBOR Rate plus the Applicable Margin per annum(“Interest Rate”); provided that, notwithstanding any provision of any Loan Document, for the purposes of calculating interest hereunder, the LIBOR Rate shall at no time be less than two and one-half percent (2.50%). The Interest Rate on all amounts outstanding under the Credit Facility shall be adjusted daily based on the LIBOR Rate. In the event that any financial statement delivered pursuant to Section 6.07 hereof or covenant compliance certificate delivered pursuant to Section 6.08 hereof is shown to be inaccurate (regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, and only in such case, then Borrowers shall immediately (i) deliver to Lender a corrected covenant compliance certificate for such Applicable Period, (ii) determine the Applicable Margin for such Applicable Period based upon the corrected covenant compliance certificate, and (iii) immediately pay to Lender the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period.
(b) If any Event of Default shall occur and be continuing, the rate of interest applicable to each Revolving Loan then outstanding shall be the Default Rate. The Default Rate shall apply from the date of the Event of Default until the date such Event of Default is waived, and interest accruing at the Default Rate shall be payable monthly in arrears on upon demand.
(c) Should the Credit Facility be terminated for any reason prior to the last day of each the Initial Term, in addition to repayment of all Obligations then outstanding and every month;
(b) in respect termination of each Bankers' AcceptanceLender’s commitment hereunder, a stamping fee equal Borrowers shall unconditionally be obligated to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable pay at the time of acceptance;
such termination, a fee (c“Termination Fee”) in respect of each BA Equivalent Note, a stamping fee an amount equal to the Applicable Margin multiplied by the face amount following percentage of the BA Equivalent Note Revolving Loan Commitment: two percent (2%), if such early termination occurs on or prior to the first anniversary of the date of this Agreement; one percent (1%) if such early termination occurs after the first anniversary date of this Agreement but on or prior to the second anniversary of the date of this Agreement. Borrowers acknowledge that the Termination Fee is an estimate of Lender’s damages in the event of early termination and is not a penalty. In the event of termination of the Credit Facility, all of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Loan Documents shall survive any such termination, and Lender shall retain its security interests in the Collateral and all of its rights and remedies under the Loan Documents notwithstanding such termination until Borrowers have paid the Obligations to Lender, in full, in immediately available funds, together with the product thereof further multiplied by applicable Termination Fee, if any. Notwithstanding the number of days to maturity payment in full of the BA Equivalent Note Obligations, Lender shall not be required to terminate its security interests in the Collateral unless, with respect to any loss or damage Lender may incur as a result of dishonored checks or other items of payment received by Lender from Borrowers or any Obligor and divided applied to the Obligations, Lender shall, at its option, (i) have received a written agreement executed by 365Borrowers and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, payable at indemnifying Lender from any such loss or damage; (ii) have retained such monetary reserves and security interests on the Collateral for such period of time of acceptance;as Lender, in its reasonable discretion, may deem necessary to protect Lender from any such loss or damage; or (iii) have received such other written agreements and/or arrangements satisfactory to Lender, in its sole discretion, with respect to such matters.
(d) Borrowers shall unconditionally pay to Lender a standby fee payable in Canadian Dollars with respect (“Unused Line Fee”) equal to three-quarters of one percent (0.75%) per annum of the unused portion of the Credit Facility. The unused portion of the Credit Facility C, calculated on a daily basis as being shall be the difference between the Revolving Loan Commitment and the average daily outstanding balance of the Revolving Loans during each month (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility Cor portion thereof, multiplied by the Applicable Margin and divided by 365; as applicable), which standby fee fees shall be calculated and payable quarterly monthly, in arrears arrears, and shall be due and payable on the last Business Day first calendar day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; andmonth.
(e) Borrowers shall unconditionally pay to Lender a standby collateral monitoring fee payable in Canadian Dollars with respect (“Collateral Monitoring Fee”) equal to four tenths of one percent (0.40%) per annum of the unused average daily outstanding balance of the Revolving Loans during each month (or portion of Facility Dthereof, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility Dapplicable), multiplied by the Applicable Margin and divided by 365; which standby fee Collateral Monitoring Fee shall be calculated and payable quarterly monthly, in arrears arrears, and shall be due and payable on the last Business Day first calendar day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such paymentmonth.
Appears in 2 contracts
Samples: Credit Agreement (Clarient, Inc), Credit Agreement (Clarient, Inc)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) the following fees in respect of each Letter of Credit: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(e) an administrative fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(g) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility DSwingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment._ _ _ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ (_) _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ (_) _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _ (_) _ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ __ _ _ _ _ _
Appears in 2 contracts
Samples: Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) The Loans shall bear interest (i) during the period from the Availability Date through March 30, 2018, for each Interest Rate Period, at either the Applicable Rate or the Applicable PIK Rate as selected by the Borrower by written notice to the Administrative Agent delivered on Prime or prior to the date that is 30 days prior to the beginning of such Interest Rate Loans Period and (ii) at all times thereafter, at the Prime Applicable Rate; provided that, for the Interest Rate plus Period commencing on the Availability Date and ending on March 30, 2016, the Loans shall bear interest at the Applicable Margin per annumRate; provided, payable monthly in arrears on further, that for the last day of each and every month;Interest Rate Period commencing March 31, 2016, the Loans shall bear interest at the Applicable PIK Rate.
(b) in respect of each Bankers' Acceptance, a stamping fee equal The Borrower shall pay to the Applicable MarginAdministrative Agent fees in such amounts and at such times as set forth in that certain letter agreement, multiplied by dated March 8, 2016, among the face amount of Administrative Agent and the Bankers' Acceptance with the product thereof further multiplied by the number of days Borrower, as amended, restated, amended and restated, supplemented or otherwise modified from time to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;time.
(c) in respect Notwithstanding the foregoing, upon the occurrence and during the continuance of each BA Equivalent Notean Event of Default, the principal amount of all Loans and, to the extent permitted by applicable law, other Obligations outstanding shall thereafter bear interest, after as well as before judgment, at a stamping fee rate per annum equal to 2% plus the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;Rate.
(d) a standby fee payable in Canadian Dollars with respect Subject to Section 2.09(f), accrued interest on the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee Loans shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) Interest Payment Date and on the Maturity Date; andprovided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable in cash on the date of such repayment or prepayment.
(e) All interest hereunder shall be computed on the basis of a standby fee payable in Canadian Dollars with respect to the unused portion year of Facility D360 days, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on for the last Business Day of each Fiscal Quarter based on the actual number of days in such Fiscal Quarter elapsed (including the first day and but excluding the last day day) occurring in the period for which such Fiscal Quarterinterest or fees are payable.
(f) All interest accruing at the Applicable PIK Rate shall be payable-in-kind rather than in cash (such interest, the “PIK Interest”) on each applicable Interest Payment Date, and the amount of such PIK Interest shall be capitalized and added to the outstanding principal amount of the Loans on the Maturity each such Interest Payment Date. Except as otherwise provided in this AgreementFrom and after each applicable Interest Payment Date, such payments shall be made to the Agent on behalf outstanding principal amount of the Lenders; Loans shall without further action by any party hereto be deemed to be increased by the aggregate amount of PIK Interest so capitalized and added to such Loans in accordance with the Agent provisions hereof, whereupon such amount of PIK Interest so capitalized and added shall promptly remit to each Lender its Proportionate Share also accrue interest in accordance with the terms of each such paymentthis Section 2.09.
Appears in 2 contracts
Samples: Credit Agreement (Clayton Williams Energy Inc /De), Credit Agreement (Clayton Williams Energy Inc /De)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, Interest and fees payable by the Borrower agrees to pay under the followingCredit Facilities will be payable in the following manner:
(ai) interest on each Canadian Prime Rate Loans Loan drawn under the Credit Facilities and each Canadian Dollar overdraft Accommodation under the Operating Facility will bear interest at a variable rate of interest per annum equal to the Canadian Prime Rate plus the Applicable Margin per annum, payable monthly applicable margin indicated in arrears on the last day Pricing Table (as such applicable margin may be increased pursuant to the other provisions of each and every monththis Section 3.10);
(bii) each LIBOR Based Loan drawn under the Credit Facilities will bear interest at a rate per annum equal to LIBOR plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);
(iii) each CDOR Rate Loan drawn under the Credit Facilities will bear interest at a rate per annum equal to the CDOR Rate plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);
(iv) each U.S. Base Rate Loan drawn under the Credit Facilities and each U.S. Dollar overdraft Accommodation under the Operating Facility will bear interest at a variable rate of interest per annum equal to the U.S. Base Rate plus the applicable margin indicated in the Pricing Table (as such applicable margin may be increased pursuant to the other provisions of this Section 3.10);
(v) the Borrower will pay to the Operating Lender an issuance or renewal fee (the “Letter of Credit Fee”) in respect of each Bankers' Acceptance, a stamping fee equal Letter of Credit quarterly in arrears in accordance with Section 7.3 at the applicable rate indicated in the Pricing Table (as such applicable margin may be increased pursuant to the Applicable Marginother provisions of this Section 3.10), multiplied by the face together with all other customary administrative charges in respect of any Letter of Credit; provided that such fee will be in a minimum amount of $250 (in the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity currency of the Bankers' Acceptance and divided by 365, payable at the time Letter of acceptanceCredit) on each issuance or renewal;
(cvi) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which Borrower as set forth in Section 3.10(g) will be calculated based upon the applicable standby fee shall be payable quarterly indicated in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity DatePricing Table; and
(evii) the following table is referred to in this Agreement as the “Pricing Table”: I £ 1.00:1.00 [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] II > 1.00:100 £ 1.50:1.00 [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] III > 1.50:1.00 £ 2.00:1.00 [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] IV > 2.00:1.00 £ 2.50:1.00 [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] VI > 3.00:1.00 [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] [Redacted – Confidential] * The pricing quoted above for Non-Financial Letters of Credit shall be 662⁄3% of the rate specified above for Letters of Credit; provided that, if any such Non-Financial Letter of Credit is determined by OSFI or any other applicable Administrative Body having jurisdiction not to be a standby Non-Financial Letter of Credit after the issuance thereof, the foregoing rate for such Non-Financial Letter of Credit shall be adjusted back to 100% of the rate specified above with retroactive effect to the date of issuance and the incremental issuance fee payable in Canadian Dollars with respect for the period from the date of issuance to the unused portion date of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied such determination by the Applicable Margin and divided by 365; which standby fee OSFI or such other applicable Administrative Body shall be payable quarterly in arrears on the last Business first Banking Day of each Fiscal Quarter based on following the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf then most recently completed fiscal quarter of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each Borrower in which OSFI or such paymentother applicable Administrative Body makes such determination.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) interest on Overdrafts in Canadian Dollars and Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) interest on Overdrafts in U.S. Dollars and Base Rate Loans at the Base Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(c) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(cd) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(de) interest on Libor Loans at a rate equal to Libor plus the Applicable Margin per annum calculated on the basis of a year of three hundred and sixty (360) days, payable in the manner set out in paragraph 4.04(b);
(f) interest on Euribor Loans at a rate equal to Euribor plus the Applicable Margin per annum calculated on the basis of a year of three hundred and sixty (360) days, payable in the manner set out in paragraph 4.04(b);
(g) the following fees in respect of each Letter of Credit: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit, and then multiplied by the number of days in such period (including the first day but excluding the last day of such period) divided by three hundred and sixty-five (365), payable on the last day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit and then multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) divided by three hundred and sixty-five (365), payable on the last day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit, and then multiplied by the number of days in such period (including the first day but excluding the last day of such period) divided by three hundred and sixty-five (365), payable on the said expiry date;
(h) in respect of each Letter of Credit which is issued, increased or renewed from time to time, the following non-refundable fees payable to the Issuing Bank for its own account: (A) an administrative fee equal to one-quarter of one percent (0.25%) of the face amount (or if applicable, the increase in the face amount) of such Letter of Credit (without regard to the number of days to expiry of the Letter of Credit), payable at the time of the issuance, amendment or renewal of the said Letter of Credit; and (B) reasonable fees generally applicable to letters of credit issued by the Issuing Bank from time to time, such as issuance, drawing, registration, amendment, communication and other processing and out of pocket fees, at the Issuing Bank’s usual rates;
(i) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount 1 Limit (less the Commitments of any Non-Funding Lenders under Facility C) 1), less the Swingline Limit and (ii) the Outstanding Principal Amount Advances under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date based on the number of days in the period from and including the first day of the current Fiscal Quarter and excluding the Maturity Date; and;
(ej) a standby fee payable to the Agent on behalf of the Swingline Lender in Canadian Dollars with respect to the unused portion of Facility Dthe Swingline, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) Swingline Limit and (ii) the Outstanding Principal Amount Advances under Facility Dthe Swingline, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date based on the number of days in the period from and including the first day of the current Fiscal Quarter and excluding the Maturity Date;
(k) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility 2, calculated on a daily basis as being the difference between (i) the Facility 2 Limit (less the Commitments of any Non-Funding Lenders under Facility 2) and (ii) the Outstanding Advances under Facility 2, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable on the date on which all remaining Commitments of the Lenders to extend credit under Facility 2 have been terminated (the “Facility 2 Commitment Termination Date”) based on the number of days in the period from and including the Amendment Closing Date to but excluding the Facility 2 Commitment Termination Date; and
(l) a standby fee payable in Euros with respect to the unused portion of Facility 3, calculated on a daily basis as being the difference between (i) the Facility 3 Limit (less the Commitments of any Non-Funding Lenders under Facility 3) and (ii) the Outstanding Advances under Facility 3, multiplied by the Applicable Margin and divided by 360; which standby fee shall be payable on the date on which all remaining Commitments of the Lenders to extend credit under Facility 3 have been terminated (the “Facility 3 Commitment Termination Date”) based on the number of days in the period from and including the Amendment Closing Date to but excluding the Facility 3 Commitment Termination Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment. For the purpose of calculating each abovementioned standby fee, the Canadian Dollar equivalent of Outstanding Advances in U.S. Dollars or Euros shall be determined by reference to the spot rate of exchange for converting U.S. Dollars or Euros (as applicable) into Canadian Dollars quoted by the Bank of Canada at approximately noon (Toronto time) on the first Business Day of the month in which such standby fee is calculated. The Borrower also agrees to pay to each Lender (for its own account) fees in respect of Service Agreements made between it and the Borrower as they may agree in writing from time to time.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' ’ Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' ’ Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' ’ Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) in respect of any CDOR Loan, interest at the CDOR Rate applicable to the relevant CDOR Period plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(e) the following fees in respect of each Letter of Credit:
(i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and
(iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) a fronting fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows:
(i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and
(iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(g) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(h) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees shall pay to pay the followingBMO:
(a) interest on Prime Rate Overdrafts in Canadian Dollars and Canadian Dollar Loans at the Adjusted Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Marginface amount of such Bankers' Acceptance, multiplied by the face amount of the Bankers' Acceptance with the product thereof further Applicable Margin, multiplied by the number of days to maturity of the Bankers' Acceptance (but excluding the day on which the Bankers' Acceptance matures), and divided by 365, payable at the time of acceptance;
(c) interest on Overdrafts in U.S. Dollars and U.S. Dollar Loans at the U.S. Base Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(d) interest on LIBOR Loans at the LIBO Rate plus the Applicable Margin per annum calculated on the basis of a year of 360 days, payable in the manner set out in paragraph 5.10(b);
(e) in respect of each BA Equivalent NoteLetter of Credit, a stamping an issuance fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note such Letter of Credit multiplied by one and one-quarter percent (1.25%) with the product thereof further multiplied by the number of days to maturity expiry of the BA Equivalent Note Letter of Credit and divided by 365, payable quarterly in advance (for greater certainty, the first such quarterly payment to be made on the date of issuance of such Letter of Credit and each quarterly payment thereafter to be made on the date which is three months after the previous quarterly payment); plus any renewal fees and other incidental fees which may be applicable from time to time at the time of acceptanceBMO's usual rates;
(df) a standby fee payable in Canadian Dollars with respect equal to one-quarter of one percent (0.25%) per annum of the unused portion of Facility Camount, calculated on a daily basis as being basis, of the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount Advances under Facility CA, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) The Borrower shall pay interest on Prime the outstanding principal amount of the Advances at a rate per annum equal to (i) with respect to Benchmark Loans, the Benchmark for the applicable Interest Period plus the Applicable Spread and (ii) with respect to Base Rate Loans at Loans, as of any date of determination the Prime Base Rate plus the Applicable Margin Spread. Interest is payable on each Payment Date as and to the extent provided in Section 2.08. If accrued and unpaid interest is not paid in full on a Payment Date, the Borrower shall pay additional interest on such accrued and unpaid interest at the same rate per annumannum as the Borrower pays on the Advances, such additional interest being payable monthly on each Payment Date as and to the extent provided in Section 2.08. Each Advance is automatically continued in whole to the next applicable Interest Period upon the expiration of the then current Interest Period with respect thereto.
(b) The Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, an unused commitment fee on the average daily unused amount of the Maximum Facility Amount, if any, during the Revolving Period, which shall accrue at a rate per annum equal to 0.25% on the average daily unused amount of the Maximum Facility Amount during the Revolving Period, subject to the remainder of this Section 2.05(b). Accrued unused commitment fees are payable in arrears on each Payment Date, as calculated on each relevant Determination Date, as and to the extent provided in Section 2.08. For purposes of computing unused commitment fees, commencing on the Closing Date, or if the Borrower increases the Maximum Facility Amount pursuant to the First Amendment or in accordance with Section 2.15, commencing on the date of such increase solely as it relates to the increase in the Maximum Facility Amount pursuant to the First Amendment or the Incremental Commitments, as the case may be, if the average daily Advances Outstanding for the relevant period of determination is less than the Minimum Usage Amount, then the average daily Advances Outstanding for such period shall be deemed to be the Minimum Usage Amount. If accrued and unpaid unused commitment fees are not paid in full on a Payment Date, the Borrower shall pay additional interest on such accrued and unpaid unused commitment fees at the same rate per annum as the Borrower pays on the Advances, such additional interest being payable on each Payment Date as and to the extent provided in Section 2.08. Accrued unused commitment fees are payable in arrears on the last day Stated Maturity Date. For purposes of each and every month;
(b) in respect computing commitment fees, the Commitment of each Bankers' Acceptance, a stamping fee equal any Lender is deemed to be used to the Applicable Margin, multiplied by the face amount extent of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable aggregate principal amount at the such time of acceptance;its outstanding Advances. All unused commitment fees are fully earned and nonrefundable upon payment.
(c) in respect of each BA Equivalent Note, a stamping fee equal The Borrower shall pay to the Applicable Margin multiplied Administrative Agent, for the benefit of the Secured Parties, Utilization Fees, if any, which shall accrue (1) (x) initially, for the period commencing on the Closing Date and continuing to but excluding the immediately following Determination Date with respect to a Payment Date, and (y) thereafter, each successive period from and including each Determination Date with respect to a Payment Date continuing to but excluding the earlier of the following Determination Date or the end of the Revolving Period; and (2) if the Borrower increases the Maximum Facility Amount pursuant to the First Amendment or in accordance with Section 2.15, (x) initially, for the period commencing on the date of such increase continuing to but excluding the immediately following Determination Date with respect to a Payment Date, and (y) thereafter, each successive period from and including each Determination Date with respect to a Payment Date continuing to but excluding the earlier of the following Determination Date or the end of the Revolving Period. Utilization Fees shall be payable in arrears on each Payment Date by the face amount Borrower to the Administrative Agent, for the benefit of the BA Equivalent Note with Secured Parties, as and to the product thereof further multiplied by extent provided in Section 2.08. If accrued and unpaid Utilization Fees are not paid in full on a Payment Date, the number of days to maturity of the BA Equivalent Note Borrower shall pay additional interest on such accrued and divided by 365unpaid Utilization Fees, payable at the time of acceptance;same rate per annum as the Borrower pays on the Advances advanced to the Borrower, such additional interest being payable on each Payment Date as and to the extent provided in Section 2.08. All Utilization Fees are fully earned and nonrefundable upon payment.
(d) The Borrower shall pay the fees set forth in the Fee Letters on the term and conditions provided therein.
(e) [Reserved].
(f) If any amount payable by the Borrower under this Agreement or any other Transaction Document is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at the Default Rate. Upon the request of the Majority Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all Advances outstanding hereunder at the Default Rate.
(g) All computations of interest and all computations of interest and fees hereunder shall be made on the basis of a standby fee payable year of 360 days (or in Canadian Dollars with respect the case of interest computed by reference to the unused portion Base Rate at times when the Base Rate is based on the Prime Rate, such interest shall be computed on the basis of Facility Ca year of 365 days (or 366 days in a leap year)), calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee in each case shall be payable quarterly in arrears on for the last Business Day of each Fiscal Quarter based on the actual number of days in such Fiscal Quarter elapsed (including the first day and but excluding the last day in such Fiscal Quarter) and on the Maturity Date; andday).
(eh) a standby fee Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together with all fees, charges and other amounts that are treated as interest on such Advance under Applicable Law (collectively, “charges”), exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Advance in accordance with Applicable Law, the rate of interest payable in Canadian Dollars respect of such Advance hereunder, together with all charges payable in respect thereof, shall be limited to the unused portion Maximum Rate. To the extent lawful, the interest and charges that would have been paid in respect of Facility D, calculated on such Advance but were not paid as a daily basis as being result of the difference between (ioperation of this Section 2.05(h) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be cumulated and the interest and charges payable quarterly to such Lender in arrears on the last Business Day respect of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments other Advance or periods shall be made increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the Agent on behalf reduction of the Lenders; principal balance of such Advance or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Advance exceed the Agent shall promptly remit to each Lender its Proportionate Share of each such paymentmaximum amount collectible at the Maximum Rate.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) (i) Subject to the provisions of Sections 2.06(b), 2.07 and 2.08, Initial Closing Date Senior Loans and Initial PIK Loans shall bear interest for each Interest Period commencing on Prime or after the Closing Date and ending on or before the Conversion Date, and Amendment Closing Date Senior Loans and Converted Senior Loans shall bear interest for each Interest Period commencing after the Amendment Closing Date and ending on or before the Conversion Date, in each case on the unpaid principal thereof at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days (or 365 or 366 days, as the case may be, in the case of Initial Loans bearing interest computed by reference to the Base Rate Loans at times when the Prime Base Rate is based on the “prime rate”)) equal to (x) with respect to any Initial Closing Date Senior Loan, the Eurocurrency Rate in effect for such Interest Period plus the Applicable Margin applicable to such Loan, (y) except as otherwise provided in subclause (A) below, with respect to any Initial PIK Election Loan, (1) in the case of Cash Interest, the Eurocurrency Rate in effect for such Interest Period plus the Applicable Margin applicable to such Loan and (2) in the case of PIK Interest, the Eurocurrency Rate in effect for such Interest Period plus the Applicable Margin applicable to such Loan plus the PIK Margin; provided that, notwithstanding the foregoing, (A) PIK Election Loans that become Converted Senior Loans shall bear interest (I) for each day from and including the first day of the Interest Period in which the Amendment Closing Date occurs to but excluding the Amendment Closing Date at a rate per annum, payable monthly annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Eurocurrency Rate in arrears on effect for such Interest Period plus the Applicable Margin applicable to PIK Election Loans and (II) for each day from and including the Amendment Closing Date to but excluding the last day of each and every month;
the Interest Period in which Amendment Closing Date occurs at a rate per annum (bcomputed on the basis of the actual number of days elapsed over a year of 360 days) in respect of each Bankers' Acceptance, a stamping fee equal to the Eurocurrency Rate in effect for such Interest Period plus the Applicable Margin, multiplied by Margin applicable to Initial Senior Loans and (B) the face amount Initial Amendment Closing Date Senior Loans shall bear interest at a rate per annum (computed on the basis of the Bankers' Acceptance with the product thereof further multiplied by the actual number of days to maturity elapsed over a year of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c360 days) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable Eurocurrency Rate then in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by effect for Initial Closing Date Senior Loans for such Interest Period plus the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect applicable to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such paymentInitial Senior Loans.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) the following fees in respect of each Letter of Credit: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first Business Day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(e) an administrative fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(g) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non- Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Interest and Fees. In respect of Outstanding Advances under each Non-the Revolving Facility, the Borrower agrees to pay the followingpay:
(a) in respect of Swingline Advances in Canadian Dollars and Canadian Dollar Prime-Based Loans, interest on Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' AcceptanceSwingline Advances in U.S. Dollars and U.S. Base Rate Loans, a stamping fee equal to interest at the U.S. Base Rate plus the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365Margin per annum, payable at monthly in arrears on the time last day of acceptanceeach and every month;
(c) in respect of LIBOR Loans, interest at the LIBO Rate plus the Applicable Margin per annum, calculated on the basis of a year of 360 days and payable in arrears in the manner set out in paragraph 3.07;
(d) in respect of each BA Equivalent NoteLetter of Credit, an administrative fee equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit (without regard to the number of days to expiry of the Letter of Credit), payable to the Issuing Bank (for its own account) at the time of issuance of the said Letter of Credit by the Issuing Bank;
(e) in respect of each Letter of Credit, (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of then current Fiscal Quarter (both inclusive), a stamping fee equal to the Applicable Margin multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period and divided by three hundred and sixty-five (365), payable on the last day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further Letter of Credit multiplied by the number of days to maturity of the BA Equivalent Note in such Fiscal Quarter and divided by three hundred and sixty-five (365), payable at on the time last day of acceptancesuch Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which the Letter of Credit shall expire, a fee equal to the Applicable Margin multiplied by the face amount of such Letter of Credit multiplied by the number of days from such day to the date of expiry of such Letter of Credit (both inclusive) and divided by three hundred and sixty-five (365), payable on the last day of such Fiscal Quarter;
(df) administrative fees charged by the Issuing Bank in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit;
(g) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Revolving Facility, calculated on a daily basis as being the difference between (i) the Revolving Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount Advances (other than amounts advanced under Facility Cthe Swingline) under the Revolving Facility, multiplied by the Applicable Margin 0.50% and divided by 365; 365 which standby fee shall be payable quarterly in arrears on the last Business Day day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and also on the Maturity Date; and;
(eh) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility DSwingline payable to the Swingline Lender, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) Swingline Limit and (ii) the Outstanding Principal Amount Advances under Facility Dthe Swingline, multiplied by the Applicable Margin 0.50% and divided by 365; 365 which standby fee shall be payable quarterly in arrears on the last Business Day day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and also on the Maturity Date. ;
(i) Upon the occurrence, and during the continuance, of an Event of Default, all Advances under the Revolving Facility then outstanding, and thereafter Advanced, will bear interest at a rate per annum two percent (2%) in excess of the rate of interest then otherwise applicable to such Advances;
(j) the Revolving Facility can be terminated at any time prior to Maturity Date by the Borrower providing sixty (60) days prior written notice to the Agent, provided that, such termination shall only be effective upon the Borrower paying to the Lenders a termination fee as follows:
(i) if the termination occurs after closing but prior to the first anniversary date of the first Advance under the Revolving Facility then the payment shall be in the amount of one and one half percent (1½%) of the Revolving Maximum Facility Amount; and
(ii) if the termination occurs on or after the first anniversary date of the first Advance under the Revolving Facility and prior to the second anniversary date of the first Advance under the Revolving Facility then in an amount equal to one percent (1%) of the Revolving Maximum Facility Amount; Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; Lenders and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Interest and Fees. In respect (A) Interest shall accrue on the principal amount of Advances under the Revolving Credit Loans outstanding at the end of each Nonday at variable a rate per annum equal to the Prime Rate plus one-Revolving Facilityquarter of one percentage point (0.25%). Interest shall be payable by Borrower to Lender as provided in Section 4.3(C) below.
(B) Upon and after the occurrence of any Default or Event of Default, and during the continuation thereof, the principal amount of all of the Obligations (and, to the extent permitted by applicable law, all accrued interest thereon) may, if elected by Lender in its sole discretion, bear interest, calculated daily, at a fluctuating rate per annum (the "Default Rate") equal to two percent (2.0%) above the otherwise applicable interest rate under Section 3.1(A) above. In addition, Lender may charge a late charge to Borrower equal to five percent (5.0%) of any payment of principal or interest on any of the Loans which is not paid within ten (10) days of its scheduled due date.
(C) All interest due hereunder and under the Notes shall be computed on the basis of a 360-day year and the actual days elapsed.
(D) In consideration of Lender's making the Revolving Credit Facility hereunder available to Borrower, Borrower agrees to pay to Lender a non-refundable commitment fee from the following:
Closing Date to the Termination Date (aor to any earlier date on which the Revolving Credit Facility is terminated pursuant to Section 3.2 hereof), computed on the daily average unused portion of the full Revolving Credit Commitment during the period for which payment is made, at a rate per annum (calculated on the actual number of days elapsed over a year of 360 days) interest on Prime Rate Loans at equal to one-eighth of one percentage point (0.125%). Said commitment fee, which Borrower acknowledges and agrees is a charge for the Prime Rate plus availability of the Applicable Margin per annumRevolving Credit Facility and not for the use of money, shall be payable by Borrower to Lender monthly in arrears commencing on July 1, 1997, and continuing to be due on the last first day of each and every month;succeeding calendar month thereafter as well as on the Termination Date (or any earlier date on which the Revolving Credit Facility is terminated pursuant to Section 3.2 hereof).
(bE) in respect In consideration of Lender's issuance of each Bankers' AcceptanceLetter of Credit hereunder, Borrower agrees to pay to Lender a stamping non-refundable letter of credit fee equal to on the Applicable MarginStated Amount of such Letter of Credit, multiplied by at a rate per annum (calculated on the face amount of the Bankers' Acceptance with the product thereof further multiplied by the actual number of days to maturity elapsed over a year of the Bankers' Acceptance 360 days) of one and divided by 365, payable at the time one-quarter percentage points (1.25%). Said letter of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby credit fee shall be payable quarterly in arrears on the last Business Day full in advance and shall be deemed fully earned when paid regardless of whether or not any Drawing is actually made or paid thereunder and regardless of whether or not such Letter of Credit remains outstanding throughout its entire stated term. Borrower shall also pay all of Lender's other standard fees and charges for administration of each Fiscal Quarter based on the number Letter of days in such Fiscal Quarter (Credit, including the first day Lender's standard fees and excluding the last day in such Fiscal Quarter) and on the Maturity Date; andcharges for honoring Drawings, registering transfers, granting extensions or making modifications.
(eF) a standby A non-refundable origination fee payable in Canadian Dollars with respect of $10,000 will be paid to Lender for the unused portion of Facility DRevolving Credit Facility, calculated on a daily basis which shall be paid by Borrower to Lender as being the difference between follows: (i) $2,000 paid prior to the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and Closing Date, (ii) $3,000 paid on the Outstanding Principal Amount under Facility D, multiplied by Closing Date and (iii) $5,000 on the Applicable Margin and divided by 365; which standby first anniversary of the Closing Date. Such fee shall be payable quarterly in arrears on deemed fully earned and nonrefundable upon the last Business Day execution and delivery of each Fiscal Quarter based on this Agreement by Lender, subject to paragraph (G) below. Such origination fee shall compensate Lender for the number costs associated with the origination, structuring, processing, approving and closing of days in such Fiscal Quarter (the Loans, including, but not limited to, administrative, out-of-pocket, general overhead and lost opportunity costs, but not including any costs which Borrower has agreed to reimburse Lender pursuant to the first day and excluding other provisions of this Agreement or any of the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreementother Loan Documents, such payments as, by way of example, legal fees and expenses.
(G) In no contingency or event whatsoever shall be made the aggregate of all amounts deemed interest hereunder or under the other Loan Documents and charged or collected pursuant to the Agent on behalf terms of this Agreement or pursuant to the other Loan Documents exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Lender has charged or received interest hereunder in excess of the Lenders; and the Agent highest applicable rate, Lender shall promptly remit refund such excess interest to each Lender its Proportionate Share of each Borrower and such paymentrate shall automatically be reduced to the maximum rate permitted by such law.
Appears in 1 contract
Samples: Loan and Security Agreement (Simione Central Holdings Inc)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;; and
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility CA, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount A Limit (less the Commitments of any Non-Funding Lenders under Facility CA) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility DA, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. For greater certainty, no standby fee shall apply after the earlier of March 31, 2019 and the date of the final Advance hereunder. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower (a) The Company agrees to pay to the following:
(a) Issuing Bank, with respect to drawings honored under any Letter of Credit issued by the Issuing Bank, interest on Prime Rate Loans the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the Reimbursement Date at a rate equal to the Prime Rate sum of (i) the rate calculated by the Issuing Bank, with notice thereof provided by the Issuing Bank to the Company, that reflects the Issuing Bank’s cost of funds in respect of such honored drawing plus the Applicable Margin (ii) 2.0% per annum, . Interest payable monthly in arrears pursuant to this Section 3.4(a) shall be computed on the last basis of a 360-day year for the actual number of each days elapsed in the period during which it accrues, and every month;shall be payable on demand.
(b) in respect of each Bankers' Acceptance, a stamping fee The Company agrees to pay to the Issuing Bank:
(i) commitment fees equal to (1) the Applicable Margin, multiplied by the face amount average of the Bankers' Acceptance daily difference between (A) Maximum Draw Amount with respect to Letters of Credit, and (B) the LC Usage, times (2) 0.80% per annum during the period from the Closing Date to but excluding the earliest of (i) the Maturity Date, (ii) the date of termination of the Issuing Bank’s commitments pursuant to Section 12.1 and (iii) the date that the LC Commitment is no longer in effect, all Obligations have been paid in full and Letters of Credit have been cancelled or have expired or the Company has provided Credit Support with respect thereto;
(ii) with respect to each outstanding Letter of Credit, letter of credit fees equal to (1) 1.60% per annum, times (2) the daily maximum amount available to be drawn under such outstanding Letter of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination); UTi Worldwide Inc. Nedbank Letter of Credit Agreement (iii) such documentary, processing, correspondent and other usual and customary fees and charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance Issuing Bank’s standard schedule for such charges and divided by 365, payable as in effect at the time of acceptance;
(c) in respect of each BA Equivalent Notesuch issuance, a stamping fee equal to amendment, transfer or payment, as the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Datecase may be; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
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Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' ’ Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' ’ Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' ’ Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) in respect of any CDOR Loan, interest at the CDOR Rate applicable to the relevant CDOR Period plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount Limit (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D. For greater certainty, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which no standby fee shall be payable quarterly in arrears on apply after the last Business Day earlier of each Fiscal Quarter based on Final Advance Date and the number date of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. final Advance under Facility C. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) the following fees in respect of each Letter of Credit: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to the Applicable Margin in effect on the date of issuance multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period prior to and excluding the date on which such Letters of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(e) an administrative fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows: (i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first day but excluding the last day of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; (ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal Quarter (including the first day but excluding the last day) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and (iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period prior to and excluding the date on which such Letters of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(f) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(g) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility CA, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount A Limit (less the Commitments of any Non-Funding Lenders under Facility CA) and (ii) the Outstanding Principal Amount under Facility CA , multiplied by the Applicable Margin and divided by three hundred and sixty-five (365); which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving Facility, Interest and fees payable by the Borrower agrees to pay under the followingCredit Facilities will be payable in the following manner:
(ai) interest on each Canadian Prime Rate Loans Loan drawn under the Credit Facilities and each Canadian Dollar overdraft borrowing under the Operating Facility will bear interest at a variable rate of interest per annum equal to the Canadian Prime Rate plus the Applicable Margin per annum, payable monthly applicable margin indicated in arrears on the last day of each and every monthPricing Table;
(bii) each LIBOR Based Loan drawn under the Credit Facilities will bear interest at a rate per annum equal to LIBOR plus the applicable margin indicated in the Pricing Table;
(iii) for each Bankers’ Acceptance drawn under the Credit Facilities, the stamping fee (the “BA Stamping Fee”) payable by the Borrower on the acceptance thereof by the applicable Lenders will be calculated based upon the applicable BA Stamping Fee indicated in the Pricing Table;
(iv) each U.S. Base Rate Loan drawn under the Credit Facilities and each U.S. Dollar overdraft borrowing under the Operating Facility will bear interest at a variable rate of interest per annum equal to the U.S. Base Rate plus the applicable margin indicated in the Pricing Table;
(v) the Borrower will pay to the Operating Lender an issuance or renewal fee (the “Letter of Credit Fee”) in respect of each Bankers' AcceptanceLetter of Credit quarterly in arrears in accordance with Section 7.4 at the applicable rate indicated in the Pricing Table, together with all other customary administrative charges in respect of any Letter of Credit; provided that such fee will be in a stamping fee equal to the Applicable Margin, multiplied by the face minimum amount of $[Redacted] (in the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity currency of the Bankers' Acceptance and divided by 365, payable at the time Letter of acceptanceCredit) on each issuance or renewal;
(cvi) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which Borrower as set forth in Section 3.9(g) will be calculated based upon the applicable standby fee shall be payable quarterly indicated in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity DatePricing Table; and
(evii) a standby fee payable The following table is referred to in this Agreement as the “Pricing Table”: Pricing Table Level Pricing Ratio Canadian Dollars with respect to the unused portion Prime Rate/U.S. Base Rate Margin BA Stamping Fee /LIBOR Margin/ Letter of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments Credit Fee* Standby Fees I £ 1.00:1.00 [Redacted] [Redacted] [Redacted] II > 1.00:100 £ 1.50:1.00 [Redacted] [Redacted] [Redacted] III > 1.50:1.00 £ 2.00:1.00 [Redacted] [Redacted] [Redacted] VI > 3.00:1.00 [Redacted] [Redacted] [Redacted] * The pricing quoted above will apply for Financial Letters of any Credit. Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall Financial Letters of Credit will be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf issued at 66 2⁄3% of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share pricing quoted above for Financial Letters of each such paymentCredit.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower agrees to pay the following:
(a) interest on Prime Rate Loans Except to the extent the Borrowers are permitted and have chosen the alternative set forth in Section 2.5.9 hereof, the entire unpaid principal (not at the Prime time overdue) of each Revolving Credit Loan shall bear interest at the annual rate of interest which shall at all times be equal to the Base Rate plus the Applicable Base Rate Margin in effect from time to time. For purposes of this Section 2.5.1, the “Applicable Base Rate Margin” shall be equal to 0.00%.
(b) Upon and after the occurrence of an Event of Default, and during the continuation thereof, the principal amount of the Revolving Credit Loans and Swingline Loans shall bear interest, to the extent permitted by law, at a rate per annumannum equal to two percent (2%) above the Base Rate plus the Applicable Base Rate Margin, which interest shall be compounded daily and payable monthly on demand. For the purposes of this section, the Applicable Base Rate Margin that would otherwise be in effect shall automatically be increased to the highest margin.
(c) Except as provided in the preceding clause (b) or Section 2.5.9 hereof, interest on Revolving Credit Loans shall be payable quarterly in arrears on the last day Business Day of each fiscal quarter of the Borrowers, commencing on the first such day following the date hereof, with the final payment at maturity of the Revolving Credit Loan. Any change in the Base Rate shall result in a change on the same day in the rate of interest to accrue from and every month;after such day on the unpaid balance of principal of the Revolving Credit Loans.
(b) 2.5.2 The Borrowers jointly and severally agree to pay to the Administrative Agent for the account of the Banks, to be allocated between the Banks in respect of each Bankers' Acceptanceaccordance with their Commitment Percentages, a stamping commitment fee equal to computed at a rate per annum on the Applicable Margin, multiplied by the face daily average unused amount of the Bankers' Acceptance Revolving Credit Commitments of all the Banks (it being acknowledged that the Stated Amount of outstanding Letters of Credit and outstanding Swingline Loans constitute usage of the Revolving Credit Commitments for purposes of the Commitment Fee), during each fiscal quarter or portion thereof, (A) from the Closing Date to the first Business Day of the fiscal month following delivery of the compliance certificate required to be delivered pursuant to Section 5.1(vi) for the fiscal quarter of the Borrowers ending May 28, 2004 is delivered to the Administrative Agent, equal to 0.225%, and (B) thereafter, determined in accordance with the product thereof further multiplied by following table: and payable quarterly in arrears on the number last Business Day of days to maturity each fiscal quarter of the Bankers' Acceptance Borrowers, commencing on the first such date following the date hereof, and divided by 365also payable on the date on which such Revolving Credit Commitment shall terminate in full hereunder. For purposes of determining the Commitment Fee, payable at the time of acceptance;
(cFunded Debt Ratio will be tested quarterly, commencing on the first such date following the date hereof, based on the compliance certificate required to be delivered pursuant to Section 5.1(vi) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to such fiscal quarter. For purposes of determining the unused portion Commitment Fee, any rate change shall be effective on the first Business Day of Facility Cthe fiscal month following delivery of the compliance certificate required to be delivered pursuant to Section 5.1(vi) to the Administrative Agent, calculated on together with a daily basis as being notice to the difference between Administrative Agent (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied which shall be verified by the Applicable Margin Administrative Agent) specifying any change in the Commitment Fee, and divided by 365; which standby if the Borrower has failed to deliver the compliance certificate required to be delivered pursuant to Section 5.1(vi), the Commitment Fee that would otherwise be in effect shall automatically be increased to the highest margin until such compliance certificate is delivered.
2.5.3 A per annum Letter of Credit fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on fiscal quarter of the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect Borrowers to the unused portion Administrative Agent, for the ratable accounts of Facility Dthe Banks, calculated on each Letter of Credit at a daily basis as being rate per annum equal to the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, Applicable Eurodollar Rate Margin applicable to Revolving Credit Loans then in effect multiplied by the Applicable Margin and divided by 365; which standby fee shall maximum amount available to be payable quarterly drawn under such Letter of Credit (whether or not such maximum amount is then in arrears on effect under such Letter of Credit), along with, solely for the last Business Day account of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this AgreementIssuing Bank, such payments shall documentary issuing, processing and other fees as are customarily charged by the Issuing Bank on Letters of Credit (including, without limitation, a fronting fee equal to 0.125% per annum multiplied by the maximum amount available to be made to the Agent on behalf drawn under such Letter of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each Credit (whether or not such payment.maximum amount is then in effect under such Letter of
Appears in 1 contract
Interest and Fees. In respect (i) Subject to the provisions of Advances under each Non-Revolving FacilitySection 2.06(c), the Borrower agrees to pay the following:
(a) Initial Loans shall bear interest on Prime the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBO Rate Loans at the Prime Rate for such Interest Period plus the Applicable Margin per annumInitial Loan Percentage.
(ii) Subject to the provisions of Sections 2.06(c), payable monthly in arrears Extended Loans (and Increasing Rate Exchange Notes) shall bear interest for each Interest Period on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, unpaid principal thereof at a stamping fee rate per annum equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) interest rate in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars effect with respect to the unused portion Initial Loans on the Business Day immediately preceding the Initial Maturity Date plus 100 basis points plus the Applicable Extended Loan Percentage.
(iii) Notwithstanding the foregoing clauses (i) and (ii) (but subject to the provisions in Section 2.06(c)), the interest rate borne by the Loans (and Increasing Rate Exchange Notes) in any Interest Period shall not exceed 11.00% per annum (the "INTEREST RATE CAP").
(iv) Except as otherwise provided in Section 2.06(b), interest on the Initial Loans and Extended Loans (and Increasing Rate Exchange Notes) shall be payable entirely in cash.
(i) Notwithstanding anything to the contrary in Section 2.06(a), the Borrower may elect, at its option (the "PIK OPTION"), to pay interest on the Loans on any Interest Payment Date entirely by increasing the principal amount of Facility Cthe Loans by the amount accrued on the outstanding principal amount of the Loans (including principal amounts representing capitalized interest under this paragraph) during the applicable Interest Period at a rate as set forth in Section 2.06(a) (the "PIK INTEREST"). If the Borrower exercises the PIK Option with respect to any Interest Period, calculated an amount equal to the unpaid interest accrued on each Lender's Loan during such Interest Period will be added to the principal amount of such Loan on the applicable Interest Payment Date, and such accrued interest will be deemed to have been paid with the increase of the principal amount of such Loan in such amount. Following an increase in the principal amount of the Loans as a daily basis as being result of the difference between payment of PIK Interest, the Loans shall bear interest on such increased principal amount from and after the date of such payment of PIK Interest. The Borrower must elect the form of interest payment for each Interest Period by delivering a notice to the Administrative Agent, in the form of Exhibit B at least five Business Days prior to the end of such Interest Period. The Administrative Agent shall promptly deliver a corresponding notice to all Lenders. In the absence of the due exercise by the Borrower of the PIK Option, interest on the Loans will be payable entirely in cash.
(ii) Notwithstanding the foregoing, the Borrower shall make payments of accrued interest in cash in an amount and at a time such that the Extended Loans outstanding will not be considered "an applicable high yield discount obligation" within the meaning of Section 163(i)(2) of the Code. As such, the Borrower shall pay by the end of the first Interest Payment Date ending after the fifth anniversary of the Closing Date, and to the extent necessary on any Interest Payment Date thereafter an amount such that at no time during the continued term of the Extended Loans will there be accrued but unpaid interest on the Extended Loans exceeding an amount equal to the product of (i) the Facility C Maximum Amount original "issue price" of the Initial Loans as of the Closing Date (less within the Commitments meaning of any Non-Funding Lenders under Facility CSection 1273(b) and Section 1274(a) of the Code) and (ii) the Outstanding Principal Amount under Facility C, multiplied by Extended Loans' yield to maturity.
(iii) Notice of the Applicable Margin and divided by 365; which standby fee mandatory payment to be made pursuant to this Section 2.06(b) shall be payable quarterly given in arrears on the last Business Day manner provided for in Section 9.02 not less than 30 days nor more than 60 days prior to the date of such payment, to the Administrative Agent and each Fiscal Quarter based on Lender receiving such payment. At the number Borrower's request, the Administrative Agent shall give notice of the mandatory payment in the Borrower's name and at the Borrower's expense; provided, however, that the Borrower shall deliver to the Administrative Agent, at least 45 days prior to the payment date, an Officers' Certificate requesting that the Administrative Agent give such notice at the Borrower's expense and setting forth the information to be stated in such Fiscal Quarter notice as provided as follows:
(including A) the first day and excluding the last day in date of such Fiscal Quarter) and on the Maturity Datepayment; and
(B) the amount of such payment.
(iv) The mandatory payment under this Section 2.06(b) shall be made on a pro rata basis among the Lenders, by lot or by such other method as the Administrative Agent in its sole discretion shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided, however, that no such payment shall reduce the portion of the principal amount at maturity of a Loan to less than $1,000.
(v) Prior to 12:30 p.m., New York City time, on the mandatory payment date, the Borrower shall deposit with the Administrative Agent the amount of money required to be paid pursuant to this Section 2.06(b).
(c) Any past due amount of the Obligations shall accrue interest at a rate per annum at all times equal to the Default Rate. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(d) Interest on each Loan shall be due and payable in arrears (either in cash or, to the extent permitted by clause (b) above, by adding to the then outstanding principal amount of such Loan) on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
(e) a standby fee payable in Canadian Dollars with respect The Borrower agrees to pay to the unused portion of Facility DAdministrative Agent, calculated on a daily basis as being for its own account, the difference between (i) administration fee provided for in the Facility D Maximum Amount (less Fee Letter at the Commitments of any Non-Funding Lenders under Facility D) and (ii) times, in the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) amounts and on the terms set forth therein.
(f) If the Initial Loans have not been repaid in full on or prior to the Initial Maturity Date, the Borrower shall pay on the Initial Maturity Date a rollover fee (the "ROLLOVER FEE") to each Lender in an amount equal to 2.00% of the aggregate principal amount of the Initial Loans of such Lender outstanding on the Initial Maturity Date. Except If any of the Loans (or related Exchange Notes) are repaid, redeemed or repurchased, as otherwise provided in this Agreementapplicable, such payments shall be made by the Borrower on or prior to the Agent 180th day after the Initial Maturity Date, the applicable Lender on behalf the Initial Maturity Date (notwithstanding any assignment of any Loans by such Lender subsequent to the Initial Maturity Date but prior to the date of such repayment, redemption or repurchase) will refund to the Borrower an amount equal to 50% of the Lenders; and Rollover Fee actually received by such Lender from the Agent shall promptly remit to each Lender its Proportionate Share Borrower in respect of each such paymentthe Loans (or related Exchange Notes) repaid, redeemed or repurchased.
Appears in 1 contract
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable at the time of acceptance;
(c) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;; and
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility CA, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount A Limit (less the Commitments of any Non-Funding Lenders under Facility CA) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility DA, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. For greater certainty, the standby fee shall be reduced as a result of any reduction of the Facility A Limit. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Samples: Credit Agreement
Interest and Fees. In respect of Advances under each Non-Revolving Facility, the Borrower (a) The Company agrees to pay the following:
(a) to each Issuing Bank, with respect to drawings honored under any Letter of Credit issued by such Issuing Bank, interest on Prime Rate Loans the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the Reimbursement Date at a rate equal to the Prime Base Rate plus the Applicable Margin 5.00% per annum, . Interest payable monthly in arrears pursuant to this Section 3.4(a) shall be computed on the last basis of a 365/366-day year for the actual number of each days elapsed in the period during which it accrues, and every month;shall be payable on demand or on the Reimbursement Date.
(b) The Company agrees to pay to the Performance-Based LC Issuing Bank:
(i) commitment fees equal to (1) the average of the daily difference between (A) Maximum Draw Amount with respect to the Performance-Based Letters of Credit, and (B) the Performance-Based LC Usage, times (2) 0.75% per annum during the period from the Closing Date to but excluding the earliest of (i) the Performance-Based LC Maturity Date, (ii) the date of termination of the Performance-Based LC Issuing Bank’s commitments pursuant to Section 12.1 and (iii) the date that the Performance-Based LC Commitment is no longer in effect, all Obligations have been paid in full and the Performance-Based Letters of Credit have been cancelled or have expired or the Company has provided Credit Support with respect thereto; UTi Worldwide Inc. Letter of Credit Agreement
(ii) with respect to each Bankers' Acceptanceoutstanding Performance-Based Letter of Credit, a stamping fee letter of credit fees equal to the Applicable Margingreater of (A) (1) 3.85% per annum, multiplied by times (2) the face daily maximum amount available to be drawn under such outstanding Performance-Based Letter of Credit (regardless of whether any conditions for drawing could then be met and determined as of the Bankers' Acceptance close of business on any date of determination) and (B) $75.00, for each calendar quarter ended after the Closing Date; and
(iii) such documentary, processing, correspondent and other usual and customary fees and charges for any issuance, amendment, transfer or payment of a Performance-Based Letter of Credit as are in accordance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance Performance-Based LC Issuing Bank’s standard schedule for such charges and divided by 365, payable as in effect at the time of acceptance;
(csuch issuance, amendment, transfer or payment, as the case may be. All fees referred to in this Section 3.4(b) in respect shall be calculated on the basis of each BA Equivalent Note, a stamping fee equal to 360-day year and the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the actual number of days to maturity of the BA Equivalent Note elapsed and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day March 31, June 30, September 30 and December 31 of each Fiscal Quarter based year, commencing on the number of days in first such Fiscal Quarter (including date to occur after the first day and excluding the last day in such Fiscal Quarter) and Closing Date, on the Performance-Based LC Maturity DateDate and any date on which the Performance-Based Letters of Credit have been cancelled or the Company has provided Credit Support with respect thereto.
(c) The Company agrees to pay to the Financial LC Issuing Bank:
(i) letter of credit fees equal to (1) the Applicable Percentage, times (2) the maximum aggregate amount available to be drawn under the Financial Letter of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination); and
(eii) a standby fee payable such documentary and processing charges for any issuance, amendment, transfer or payment of the Financial Letter of Credit as are in Canadian Dollars accordance with respect the Performance-Based LC Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. All fees referred to the unused portion of Facility D, in this Section 3.4(c) shall be calculated on the basis of a daily basis as being 360-day year and the difference between (i) the Facility D Maximum Amount (less the Commitments actual number of any Non-Funding Lenders under Facility D) days elapsed and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day March 31, June 30, September 30 and December 31 of each Fiscal Quarter based year, commencing on the number of days in first such Fiscal Quarter (including date to occur after the first day and excluding Closing Date, on the last day in such Fiscal Quarter) Financial LC Maturity Date and on any date on which the Maturity Date. Except as otherwise Financial Letter of Credit has been cancelled or the Company has provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such paymentCredit Support with respect thereto.
Appears in 1 contract
Interest and Fees. In respect of Advances under (a) On each Non-Revolving FacilitySettlement Date, the Borrower agrees shall, in accordance with the terms and priorities for payment set forth in Section 4.01, pay to pay each Lender, the following:LC Bank and the Administrative Agent, as applicable, certain fees, including with respect to the LC Bank all Letter of Credit fronting fees and other applicable Letter of Credit fees (collectively, the “Fees”) in the amounts set forth below and in any fee letter agreements from time to time entered into, among the Borrower, the Lenders and/or the Administrative Agent (each such fee letter agreement, as amended, restated, supplemented or otherwise modified from time to time, collectively being referred to herein as the “Fee Letter”).
(ab) interest Except as otherwise set forth herein, each Loan shall bear Interest on Prime the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) if a Base Rate Loans Loan, at the Prime Base Rate plus the Applicable Margin per annumapplicable to Base Rate Loans; or (ii) if a LIBOR Rate Loan, payable monthly in arrears at the Adjusted LIBOR Rate plus the Applicable Margin applicable to LIBOR Rate Loans; provided, that, if the Total Revolving A Usage is less than the Revolving A Minimum Funding Amount or the Total Revolving B Usage is less than the Revolving B Minimum Funding Amount, Interest shall accrue on the last day of each and every month;
an amount equal to (bx) in respect of each Bankers' Acceptance, a stamping fee equal to the Applicable Margin, multiplied by the face amount case of the Bankers' Acceptance Revolving A Lenders, the Revolving A Minimum Funding Amount minus the Adjusted Revolving A LC Participation Amount and (y) in the case of the Revolving B Lenders, the Revolving B Minimum Funding Amount. The Borrower shall pay all Interest, Fees and Breakage Amounts accrued during each Interest Period on each Settlement Date in accordance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance terms and divided by 365, payable at the time of acceptance;priorities for payment set forth in Section 4.01.
(c) The Borrower shall pay to each Revolving A Lender, Fees for each day in respect of each BA Equivalent Note, a stamping fee an amount equal to the Applicable Margin multiplied by the face amount product of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365(i) LC Fee Rate, payable at the time of acceptance;times (ii) such Revolving A Lender’s Revolving A LC Participation Amount on such day, times (iii) 1/360.
(d) a standby fee payable in Canadian Dollars with respect The Borrower shall pay to the unused portion LC Bank, fronting fees for each day in an amount equal to the product of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and 0.20%, times (ii) the Outstanding Principal Revolving A LC Participation Amount under Facility Con such day, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter times (including the first day and excluding the last day in such Fiscal Quarteriii) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment1/360.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Interest and Fees. In respect 2.2.1 Subject to the provisions of Advances under each Non-Section 2.3, Revolving Facility, the Borrower agrees to pay the following:
(a) Loans shall bear interest on Prime Rate Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of each Bankers' Acceptance, a stamping fee rate PER ANNUM equal to the Applicable MarginBase Rate in effect from time; PROVIDED THAT if an Event of Default shall occur, multiplied by then at the face amount option of the Bankers' Acceptance Lender the unpaid balance of Revolving Loans shall bear interest, to the extent permitted by law, at an annual interest rate equal to 3% above the rate of interest then applicable hereunder to Revolving Loans bearing interest with reference to the product thereof further multiplied by Base Rate, until such Event of Default is cured or waived. Subject to the number provisions of days to maturity of the Bankers' Acceptance and divided by 365Section 2.3, payable interest on Revolving Loans (not at the time of acceptance;
(coverdue) in respect of each BA Equivalent Note, a stamping fee equal to the Applicable Margin multiplied by the face amount of the BA Equivalent Note with the product thereof further multiplied by the number of days to maturity of the BA Equivalent Note and divided by 365, payable at the time of acceptance;
(d) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility C, calculated on a daily basis as being the difference between (i) the Facility C Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) and (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based fiscal quarter of the Borrower, commencing March 31, 1999. Any change in the Base Rate shall result in a change on the number of days in such Fiscal Quarter (including the first day and excluding the last same day in the rate of interest to accrue from and after such Fiscal Quarter) and day on the Maturity Date; andunpaid balance of principal of the Revolving Loans.
(e) a standby fee payable in Canadian Dollars with respect 2.2.2 The Borrower shall pay to the unused portion of Facility DLender a commitment fee, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based quarter, equal to the Applicable Commitment Multiplier then in effect multiplied by the Average Unused Commitment during the preceding quarter.
2.2.3 The Borrower shall pay to the Lender, on the number Closing Date, or promptly upon request by the Lender thereafter, all reasonable fees and expenses incurred by the Lender in connection with the preparation and execution of days the loan facility represented by the Loan Documents, including without limitation, legal and other direct out-of-pocket expenses.
2.2.4 The Borrower authorizes the Lender to charge to the Revolving Loan Account or to any deposit account which the Borrower may maintain with the Lender the interest, fees, charges, taxes and expenses provided for in such Fiscal Quarter this Agreement or any other document executed or delivered in connection herewith.
2.2.5 If, after the date hereof, the Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline, directive or request (including whether or not having the first day and excluding force of law) regarding capital requirements for banks or bank holding companies, or any change therein, or any change in the last day in such Fiscal Quarter) and interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any of the foregoing imposes or increases a requirement by the Lender to allocate capital resources to the Lender's commitment to make Revolving Loans hereunder which has or would have the effect of reducing the return on the Maturity Date. Except as otherwise provided in this AgreementLender's capital to a level below that which the Lender could have achieved (taking into consideration the Lender's then existing policies with respect to capital adequacy and assuming full utilization of the Lender's capital) but for such adoption, change or compliance by any amount deemed by the Lender to be material, then:
(i) the Lender shall promptly after its determination of such payments shall be made occurrence give notice thereof to the Agent on behalf of the LendersBorrower; and (ii) to the Agent extent that the costs of such increased capital requirements are not reflected in the Base Rate (or in the Libor Rate plus the Applicable Margin in the case of loans bearing interest by reference to the Libor Rate), the Borrower and the Lender shall promptly remit thereafter attempt to each negotiate in good faith, within 30 days following the date the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate the Lender its Proportionate Share in light of each such payment.the
Appears in 1 contract
Samples: Loan Agreement (C P Clare Corp)
Interest and Fees. In respect of Advances under each Non-Revolving FacilityFacility A, the Borrower agrees to pay the following:following to the Agent on behalf of the Lenders (or if specified below, to the Issuing Bank for its own account):
(a) interest on Prime Rate Prime-Based Loans at the Prime Rate plus the Applicable Margin per annum, payable monthly in arrears on the last day of each and every month;
(b) in respect of any CDOR Loan, interest at the CDOR Rate applicable to the relevant CDOR Period plus the Applicable Margin per annum, payable in arrears on the last day of the CDOR Period applicable to that CDOR Loan;
(c) the following fees in respect of each Bankers' AcceptanceLetter of Credit:
(i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a stamping fee equal to the Applicable Margin, Margin in effect on the date of issuance multiplied by the face amount of the Bankers' Acceptance with the product thereof further such Letter of Credit multiplied by the number of days to maturity in such period (including the first and last days of the Bankers' Acceptance such period) and divided by three hundred and sixty-five (365), payable at on the time last Business Day of acceptancesuch Fiscal Quarter;
(cii) in respect of each BA Equivalent Notesubsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a stamping fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of the BA Equivalent Note with the product thereof further such Letter of Credit multiplied by the number of days to maturity in such Fiscal Quarter (including the first and last days of the BA Equivalent Note such period) and divided by three hundred and sixty-five (365), payable at on the time last Business Day of acceptancesuch Fiscal Quarter; and
(iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to the Applicable Margin in effect on the first day of such Fiscal Quarter multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(d) a fronting fee in respect of each Letter of Credit payable to the Issuing Bank for its own account as follows:
(i) in respect of the period from the date of issuance of such Letter of Credit to the last day of the then current Fiscal Quarter, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such period (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(ii) in respect of each subsequent Fiscal Quarter (other than the Fiscal Quarter in which the Letter of Credit shall expire), a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in such Fiscal DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 Quarter (including the first and last days of such period) and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter; and
(iii) in respect of the Fiscal Quarter in which such Letter of Credit shall expire, a fee equal to one-quarter of one percent (0.25%) multiplied by the face amount of such Letter of Credit multiplied by the number of days in the period from and including the first day of such Fiscal Quarter to but excluding the day on which such Letter of Credit expires and divided by three hundred and sixty-five (365), payable on the last Business Day of such Fiscal Quarter;
(e) administrative fees payable to the Issuing Bank for its own account in accordance with its usual practice in respect of the issuance, amendment and renewal of Letters of Credit; and
(f) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility Cthe Non-Swingline Tranche, calculated on a daily basis as being the difference between (i) the Facility C A Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility C) A), less the Swingline Limit and (ii) the Outstanding Principal Amount under Facility Cthe Non-Swingline Tranche, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such payment.
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
Interest and Fees. In respect of Advances under each Non-Revolving Facility, (a) Each Advance shall bear interest on the Borrower agrees outstanding principal amount thereof from the date made until such Advance is paid in full. The BORROWERS agree to pay interest on the followingunpaid principal amount of each Loan from time to time outstanding hereunder at the following rates per year:
(ai) before maturity of any Loan, whether by acceleration or otherwise, at the option of BORROWER, subject to the terms hereof at a rate equal to:
(A) the Prime Rate, plus one and one-half of one percent (1.50%) per annum. The interest rate on Prime Rate Loans at all amounts outstanding under the Total Facility shall be adjusted weekly based on the Prime Rate as of each Funding Date; or
(B) the LIBOR Rate, plus the Applicable Margin three percent (3.00%) per annum.
(ii) after the Maturity Date, until paid, at a rate equal the Default Rate.
(b) The Term Loan shall bear interest on the outstanding principal amount thereof from the Closing Date until such Term Loan is paid in full. The BORROWERS agree to pay interest on the unpaid principal amount of the Term Loan until the Term Loan Maturity Date at the LIBOR Rate, plus three and one-half percent (3.50%) per annum. The BORROWERS further agree to pay interest on the unpaid principal amount of the Term Loan after the Term Loan Maturity Date, until paid, at a rate equal to the Default Rate.
(c) BORROWERS shall unconditionally pay to LENDER a fee ("UNUSED LINE FEE") equal to three-eighths of one percent (0.375%) per annum of the unused portion of the Total Facility. The unused portion of the Total Facility shall be the difference between (a) an amount equal to the sum of (i) the Revolving Loan Commitment plus (ii) the Tranche A Loan Commitment, if BORROWERS obtain any Advance under such facility, plus (iii) the Tranche B Loan Commitment, if BORROWERS obtain any Advance under such facility, minus (b) the average daily outstanding balance of the Loans during each month (or portion thereof), which fees shall be calculated and payable monthly monthly, in arrears arrears, and shall be due and payable on the first Funding Date of each calendar month.
(d) If any Event of Default shall occur and be continuing, the rate of interest applicable to each Loan then outstanding shall be the Default Rate. The Default Rate shall apply from the date of the Event of Default until the date such Event of Default is waived or cured, and interest accruing at the Default Rate shall be payable upon demand.
(e) Should BORROWERS terminate the Total Facility for any reason prior to the last day of each the Initial Credit Term, in addition to repayment of all Obligations under the Total Facility then outstanding and every month;
(b) in respect termination of each Bankers' AcceptanceLENDER's commitment hereunder, a stamping fee equal BORROWERS shall unconditionally be obligated to the Applicable Margin, multiplied by the face amount of the Bankers' Acceptance with the product thereof further multiplied by the number of days to maturity of the Bankers' Acceptance and divided by 365, payable pay at the time of acceptance;
such termination, a fee (c"TERMINATION FEE") in respect of each BA Equivalent Note, a stamping fee an amount equal to the Applicable Margin product of (i) the product of (A) an amount equal to the sum of the Revolving Credit Commitment plus the Tranche A Loan Commitment, if BORROWERS' obtained any Advance under the Tranche A Facility, plus the Tranche B Loan Commitment, if BORROWERS' obtained any Advance under the Tranche B Facility, multiplied by (B) one-half of one percent (0.50%), multiplied by (ii) the face amount remaining number of years until the last day of the BA Equivalent Note with the product thereof further multiplied by the Initial Credit Term (for purposes of such calculation, such number of days years is rounded up to maturity the next whole number for any partial year remaining). BORROWERS acknowledge that the Termination Fee is an estimate of LENDER's damages in the event of early termination and is not a penalty. In the event of termination of the BA Equivalent Note Total Facility, all of the Obligations under the Total Facility shall be immediately due and divided by 365payable upon the termination date stated in any notice of termination.
(f) Should the BORROWERS terminate the Term Loan for any reason prior to the Term Loan Maturity Date, payable in addition to repayment of all Obligations related to the Term Loan, BORROWERS shall unconditionally be obligated to pay at the time of acceptance;such termination, a fee ("TERM LOAN TERMINATION FEE") in an amount equal to (i) one and one-half percent (1.50%) of the Term Loan Amount if the effective date of such termination by BORROWERS is on or prior to the first annual anniversary of the Closing Date, (ii) one percent (1.00%) of the Term Loan Amount if the effective date of such termination by BORROWERS is after the first annual anniversary of the Closing Date and prior to the second annual anniversary of the Closing Date, and (iii) one half of one percent (0.50%) of the Term Loan Amount if the effective date of such termination by BORROWERS is after the second annual anniversary of the Closing Date and prior to the third annual anniversary of the Closing Date. BORROWERS acknowledge that the Term Loan Termination Fee is an estimate of LENDER's damages in the event of early termination and is not a penalty. In the event of termination of the Term Loan, all of the Obligations under the Term Loan shall be immediately due and payable upon the termination date stated in any notice of termination.
(dg) a standby fee payable All undertakings, agreements, covenants, warranties and representations of BORROWERS contained in Canadian Dollars the Loan Documents shall survive any termination as set forth in Section 2.3(e) or Section 2.3(f) above, and LENDER shall retain its liens in the Collateral and all of its rights and remedies under the Loan Documents notwithstanding such termination until BORROWERS have paid the Obligations to LENDER, in full, in immediately available funds, together with the applicable Termination Fee or Term Loan Termination Fee, if any. Notwithstanding the payment in full of the Obligations, LENDER shall not be required to terminate its security interests in the Collateral unless, with respect to any loss or damage LENDER may incur as a result of dishonored checks or other items of payment received by LENDER from BORROWERS or any Obligor and applied to the unused portion of Facility CObligations, calculated on a daily basis as being the difference between LENDER shall (i) have received a written agreement duly executed by BORROWERS and by any Person whose loans or other advances to BORROWERS are used in whole or in part to satisfy the Facility C Maximum Amount (less the Commitments of Obligations, indemnifying LENDER from any Non-Funding Lenders under Facility C) and such loss or damage; or (ii) the Outstanding Principal Amount under Facility C, multiplied by the Applicable Margin have retained such monetary reserves and divided by 365; which standby fee shall be payable quarterly in arrears security interests on the last Business Day Collateral for such period of each Fiscal Quarter based on the number of days time as LENDER, in its reasonable discretion, may deem necessary to protect LENDER from any such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date; and
(e) a standby fee payable in Canadian Dollars with respect to the unused portion of Facility D, calculated on a daily basis as being the difference between (i) the Facility D Maximum Amount (less the Commitments of any Non-Funding Lenders under Facility D) and (ii) the Outstanding Principal Amount under Facility D, multiplied by the Applicable Margin and divided by 365; which standby fee shall be payable quarterly in arrears on the last Business Day of each Fiscal Quarter based on the number of days in such Fiscal Quarter (including the first day and excluding the last day in such Fiscal Quarter) and on the Maturity Date. Except as otherwise provided in this Agreement, such payments shall be made to the Agent on behalf of the Lenders; and the Agent shall promptly remit to each Lender its Proportionate Share of each such paymentloss or damage.
Appears in 1 contract
