Interest Fees. (a) The Borrowers shall pay to the Administrative Agent for the ratable benefit of the Lenders interest on the outstanding principal amount of each Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, at the following rate per annum: (i) if such Advance is a Prime Advance, a rate per annum equal to the Prime Rate (as in effect from time to time) plus the Applicable Margin; and (ii) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid in arrears on the Interest Payment Dates. Notwithstanding the foregoing, interest that is payable at the Post-Default Rate shall be payable from time to time on demand of the Administrative Agent or the Required Lenders. (b) Anything herein to the contrary notwithstanding, if, on or prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error): (i) by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or (ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advances. (c) Without prejudice to the provisions of Section 11.2 hereof, in the event of default by the Borrowers in payment of any principal amount of the Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the extent permitted by applicable law) on such defaulted interest from the due date until the date of payment in full (both before as well as after judgment), at the Post-Default Rate. Each determination of any loss or expense by a Lender or an Agent under this subsection 2.6(c) shall be conclusive in the absence of manifest error. (d) Interest on all Prime Advances shall be computed on the basis of a year of 365/366 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable and interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable. (e) The Borrowers agree to pay in arrears to the Administrative Agent on behalf of the Lenders on each Semi Annual Date commencing with December 31, 2002 through and including the Tranche A Commitment Termination Date, and, if earlier, on the date the Obligations are paid in full, a commitment fee equal to 0.50% per annum of the average daily unused amount of the Tranche A Commitment during the preceding semi annual period (or shorter period in the case of the period from the Closing Date to December 31, 2002). The commitment fees required hereunder shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
Appears in 1 contract
Samples: Master Equipment Financing Agreement (Nii Holdings Inc)
Interest Fees. (a) The Borrowers shall pay Subject to the Administrative Agent for the ratable benefit provisions of the Lenders subsection (b) below, each Loan shall bear interest on the outstanding principal amount of each Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, thereof at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime greater of (i) the Borrower’s option of (x) Daily LIBOR Rate (as in effect from time to time) plus the Applicable Margin; and
Margin or (iiy) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR NY Effective Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid in arrears on the Interest Payment Dates. Notwithstanding the foregoing, interest that is payable at the Post-Default Rate shall be payable from time to time on demand of the Administrative Agent or the Required LendersMargin and (iii) 2.00%.
(b) Anything herein to the contrary notwithstanding, if, on or prior to the determination of an interest rate for If any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advances.
(c) Without prejudice to the provisions of Section 11.2 hereof, in the event of default amount payable by the Borrowers in payment Borrower on behalf of itself or any principal amount of the Advances or interest thereon Fund under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at the stated maturity, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the fullest extent permitted by Applicable Law, all amounts due under the Loan Documents shall thereafter bear interest at a rate equal to the sum of (x) the rate otherwise applicable lawthereto and (y) 2.0% per annum for each day until all past due amounts and any interest thereon are paid in full. Accrued and unpaid interest on such defaulted past due amounts (including interest from the on past due date until the date of payment in full (both before as well as after judgment), at the Post-Default Rate. Each determination of any loss or expense by a Lender or an Agent under this subsection 2.6(cinterest) shall be conclusive due and payable upon demand.
(c) Except as expressly provided herein, accrued interest on the Loans shall be payable by the Borrower on behalf of the Fund for which such Loans were made in arrears on each Payment Date. Interest hereunder shall be due and payable in accordance with the absence terms hereof before and after judgment, and before and after the commencement of manifest errorany proceeding under any Debtor Relief Law.
(d) Interest on all Prime Advances The Borrower shall be computed on select and change its selection of the basis interest rate as among the Daily LIBOR Rate and the NY Effective Rate, in each case to apply to at least $100,000 of a year of 365/366 days and actual days elapsed any principal (including or the first day but excluding remaining amount available hereunder), subject to the last) occurring in the period for which payable and interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable.requirements herein stated;
(e) If the Borrower wishes to change the rate of interest on any Daily LIBOR Rate Loan, within the limits described herein, to a Federal Funds Rate Loan, it shall, at or before 12:00 p.m. (Chicago time) on the day such change is to take effect (which day must be a Banking Day), give the Lender written or telephonic notice thereof, which shall be irrevocable. Such notice shall specify the Loan which is to be converted to a Federal Funds Rate Loan. Changes requested after such time may not be available until the next Banking Day. Subject to the other terms and conditions hereof, Federal Funds Rate Loans will continue to bear interest based on the NY Effective Rate, until and if the Borrower selects another available interest rate option.
(f) If the Borrower wishes to change the rate of interest on any Federal Funds Rate Loan, within the limits described herein, to a Daily LIBOR Rate Loan, it shall, at or before 12:00 p.m. (Chicago time) on the day such change is to take effect (which day must be a Banking Day), give the Lender written or telephonic notice thereof, which shall be irrevocable. Such notice shall specify the Loan which is to be converted to a Daily LIBOR Rate Loan. Changes requested after such time may not be available until the next Banking Day. Subject to the other terms and conditions hereof, Daily LIBOR Rate Loans will continue to bear interest based on the Daily LIBOR Rate, until and if the Borrower selects another available interest rate option.
(g) Each Loan shall be subject to the following additional terms and conditions:
(i) If, after the Borrower has elected to borrow or maintain any Daily LIBOR Rate Loan or Federal Funds Rate Loan, the Lender notifies Borrower that:
(i) United States dollar deposits with an overnight maturity of one month are not available to the Lender in the London interbank market; or
(ii) reasonable means do not exist for the Lender to determine the NY Effective Rate or the Daily LIBOR Rate, as applicable; or
(iii) the Daily LIBOR Rate as published by a LIBOR Publisher, or the NY Effective Rate, as applicable, do not adequately reflect the Lender’s own cost of funds, all as determined by the Lender in its sole discretion, then the Loans bearing interest based on the Daily LIBOR Rate, or the NY Effective Rate, as applicable, shall accrue or shall continue to accrue interest at another index rate chosen by Lender in its reasonable discretion and Borrower will pay interest at a rate per year equal to the sum of such index rate plus the Applicable Margin. The Borrowers agree Lender agrees to use its best efforts to promptly notify the Borrower of such index rate, provided that the Lender’s failure to so notify the Borrower shall not relieve the Borrower of its obligation to pay in arrears to interest at such index rate plus the Administrative Agent Applicable Margin.
(h) The Borrower agrees on behalf of each Fund to pay to the Lenders Lender a usage fee on each Semi Annual Date commencing with December 31the undrawn portion of the Maximum Commitment Amount, 2002 through for the period from and including the Tranche A Commitment Termination Datedate of this Agreement to, and, if earlier, on but not including the earlier of the date the Obligations are paid commitment is terminated or the Maturity Date, in full, a commitment fee an amount equal to 0.50% per annum the product of (x) the difference between the Maximum Commitment Amount and the sum of the average daily unused amount balance of the Tranche A Commitment during Loans, multiplied by (y) 0.30% per annum. Such fee shall be payable in arrears on the preceding semi annual period (or shorter period in the case last Business Day of each fiscal quarter of the period from the Closing Date to December 31, 2002). The commitment fees required hereunder shall be computed Borrower and on the basis earlier of (i) the actual number of days elapsed in a year of 360 daysdate the commitments are terminated and (ii) the Maturity Date.
Appears in 1 contract
Interest Fees. (a) The Borrowers shall Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders interest on the outstanding principal amount of each Base Rate Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime Base Rate plus Applicable Margin for Base Rate Advances.
(b) The Borrower agrees to pay interest on each LIBO Rate Advance in respect of each Interest Period therefor at a rate per annum equal to the LIBO Rate for such Interest Period plus Applicable Margin for LIBO Rate Advances.
(c) Notwithstanding the foregoing, if any principal of or interest on any Advance or any fee or other amount whatsoever payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in effect the case of overdue principal of any Advance, 2% per annum plus the rate otherwise applicable to such Advance as provided above or (ii) in the case of any other amount, 2% per annum above the Base Rate from time to time) plus the Applicable Margin; and.
(iid) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid payable in arrears on the each Interest Payment Dates. Notwithstanding Date for such Advance and upon termination or expiry of the foregoingCommitment; provided, that (i) interest that is payable at the Post-Default Rate accrued pursuant to paragraph (c) of this Section 2.07 shall be payable from time on demand, (ii) in the event of any repayment or prepayment of any Advance, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBO Rate Advance to time on demand of the Administrative Agent or the Required Lenders.
(b) Anything herein to the contrary notwithstanding, if, on or a Base Rate Advance prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) end of the then current Interest Period(s) for Period therefor, accrued interest on such Advance shall be payable on the outstanding LIBOR Advances either prepay effective date of such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advancesconversion.
(ce) Without prejudice The Borrower agrees to pay to the provisions Lender, so long as the Lender shall be required under regulations of Section 11.2 hereofthe Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or the equivalent), in additional interest on the event of default by the Borrowers in payment of any unpaid principal amount of the Advances or interest thereon when due (whether at the stated maturityeach LIBO Rate Advance, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the extent permitted by applicable law) on such defaulted interest from the due date until the date of payment such LIBO Rate Advance until such principal amount is paid in full (both before as well as after judgment)full, at an interest rate per annum equal at all times to the Post-Default Rate. Each determination of any loss or expense remainder obtained by subtracting (i) the LIBO Rate for the then current Interest Period for such LIBO Rate Advance from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Interest Period, payable on each date on which interest is payable on such LIBO Rate Advance. A certificate of the Lender or an Agent setting forth the amount to which the Lender is then entitled under this subsection 2.6(cSection 2.07(e) shall be conclusive and binding on the Borrower in the absence of manifest error.
(df) Interest The Borrower agrees to pay to the Lender a facility fee at a rate per annum equal to the Applicable Facility Fee Rate, computed on all Prime the daily average amount of the Commitment, whether or not utilized, such fee to be payable on each Quarterly Date and on the date of the termination or expiry of the Commitment.
(g) The Borrower agrees to pay to the Lender a utilization fee at a rate per annum equal to the Applicable Utilization Fee Rate on the aggregate outstanding principal amount of the Advances for each day that the aggregate outstanding principal amount of the Advances exceeds an amount equal to 50% of the Commitment, such fee to be payable on each day on which interest is payable hereunder.
(h) All computations of interest based on the Base Rate shall be computed made on the basis of a year of 365/366 365 or 366 days, as the case may be, and all computations of interest based on the LIBO Rate or the Federal Funds Rate and computations of facility fee and utilization fee and of interest pursuant to Section 2.07(e) shall be made on the basis of a year of 360 days, in each case for the actual number of days and actual days elapsed (including the first day but excluding the lastlast day) occurring in the period for which payable and such interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which is payable.
(e) The Borrowers agree to pay in arrears to the Administrative Agent on behalf of the Lenders on each Semi Annual Date commencing with December 31, 2002 through and including the Tranche A Commitment Termination Date, and, if earlier, on the date the Obligations are paid in full, a commitment fee equal to 0.50% per annum of the average daily unused amount of the Tranche A Commitment during the preceding semi annual period (or shorter period in the case of the period from the Closing Date to December 31, 2002). The commitment fees required hereunder shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
Appears in 1 contract
Interest Fees. (a) The Borrowers Company shall pay to the Administrative Agent for the ratable benefit of the Lenders interest on the outstanding principal amount of each Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime Rate (as in effect from time to time) plus the Applicable Margin; and
(ii) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid in arrears on the Interest Payment Dates. Notwithstanding the foregoing, interest that is payable at the Post-Default Rate shall be payable from time to time on demand of the Administrative Agent or the Required Lenders.
(b) Anything herein to the contrary notwithstanding, if, on or prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “"LIBOR Base Rate” " in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s 's rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers Company and the Administrative prompt notice thereof (and shall thereafter give the Borrowers Company prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers Company shall, on the last day(s) of the then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with subsection 2.5(b2.5(a) hereof or convert such LIBOR Advances into Prime Advances.
(c) Without prejudice to the provisions of Section 11.2 10.2 hereof, in the event of default by the Borrowers Company in payment of any principal amount of the Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Borrowers Company shall pay to the Lenders interest on such past due and unpaid principal amount and (to the extent permitted by applicable law) on such defaulted interest from the due date until the date of payment in full (both before as well as after judgment), at the Post-Default Rate. Each determination of any loss or expense by a Lender or an Agent under this subsection 2.6(c) shall be conclusive in the absence of manifest error.
(d) Interest on all Prime Advances shall be computed on the basis of a year of 365/366 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable and interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable.
(e) The Borrowers agree Company agrees to pay quarterly in arrears to the Administrative Agent on behalf of the Lenders on each Semi Annual Date March 31, June 30, September 30, and December 31, commencing with December 31, 2002 1999 through and including the Tranche A Commitment Termination DateDecember 31, 2001, and, if earlier, on the date the Obligations are paid in full, a commitment fee equal to 0.50% per annum of the average daily unused amount of the Tranche A Commitment during the preceding semi annual period (or shorter period in the case of the period from the Closing Date to December 31, 2002)Commitments. The commitment fees required hereunder shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
Appears in 1 contract
Interest Fees. (a) The Borrowers Loans comprising each ABR -------------- Borrowing shall pay bear interest at the Alternate Base Rate plus the Applicable Margin for ABR Loans.
(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin for Eurodollar Loans.
(c) Notwithstanding the foregoing, Additional Interest on each Loan may accrue and be payable to the Administrative Agent for the ratable benefit extent required pursuant to Section 4 of the Lenders Registration Rights Agreement.
(d) Notwithstanding the foregoing, if any principal of or interest on the outstanding principal any Loan or any fee or other amount of each Advance made payable by the LendersBorrower hereunder is not paid when due, for the period commencing on the date of whether at stated maturity, upon acceleration or otherwise, such Advance (excluding the Closing Date) until such Advance is paid in fulloverdue amount shall bear interest, after as well as before judgment, at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to (i) in the Prime Rate (as in effect from time to time) case of overdue principal of any Loan, 2% plus the Applicable Margin; and
rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid in arrears on the Interest Payment Dates. Notwithstanding the foregoing, interest that is payable at the Post-Default Rate shall be payable from time to time on demand of the Administrative Agent or the Required Lenders.
(b) Anything herein to the contrary notwithstanding, if, on or prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advances.
(c) Without prejudice to the provisions of Section 11.2 hereof, in the event of default by the Borrowers in payment of any principal amount of the Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the extent permitted by applicable law) on such defaulted interest from law in the due date until the date of payment in full (both before as well as after judgment), at the Post-Default Rate. Each determination case of any loss or expense by a Lender or an Agent under other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this subsection 2.6(c) shall be conclusive in the absence of manifest errorSection.
(de) Interest Accrued interest on all Prime Advances each Loan shall be computed payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant -------- to paragraph (c) of this Section shall be payable on demand and (ii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the basis effective date of a year of 365/366 days and actual days elapsed such conversion.
(including the first day but excluding the lastf) occurring in the period for which payable and All interest on all LIBOR Advances hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last) occurring in last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the period for which payableAdministrative Agent, and such determination shall be conclusive absent manifest error.
(eg) The Borrowers agree Borrower agrees to pay in arrears to the Administrative Agent on behalf Agent, for its own account or for the account of the Lenders on each Semi Annual Date commencing with December 31Lenders, 2002 through and including the Tranche A Commitment Termination Date, and, if earlier, on the date the Obligations are paid in full, a commitment fee equal to 0.50% per annum of the average daily unused amount of the Tranche A Commitment during the preceding semi annual period (or shorter period fees payable in the case of amounts and at the period from times separately agreed upon between the Closing Date to December 31, 2002). The commitment fees required hereunder shall be computed on Borrower and the basis of the actual number of days elapsed in a year of 360 daysAdministrative Agent.
Appears in 1 contract
Samples: Increasing Rate Note Purchase and Loan Agreement (Wyndham International Inc)
Interest Fees. (a) The Borrowers shall Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders interest on the outstanding principal amount of each Base Rate Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime Base Rate plus Applicable Margin for Base Rate Advances.
(b) The Borrower agrees to pay interest on each LIBO Rate Advance in respect of each Interest Period therefor at a rate per annum equal to the LIBO Rate for such Interest Period plus Applicable Margin for LIBO Rate Advances.
(c) Notwithstanding the foregoing, if any principal of or interest on any Advance or any fee or other amount whatsoever payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in effect the case of overdue principal of any Advance, 2% per annum plus the rate otherwise applicable to such Advance as provided above or (ii) in the case of any other amount, 2% per annum above the Base Rate from time to time) plus the Applicable Margin; and.
(iid) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid payable in arrears on the each Interest Payment Dates. Notwithstanding Date for such Advance and upon termination or expiry of the foregoingCommitment; provided, that (i) interest that is payable at the Post-Default Rate accrued pursuant to paragraph (c) of this Section 2.07 shall be payable from time on demand, (ii) in the event of any repayment or prepayment of any Advance, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBO Rate Advance to time on demand of the Administrative Agent or the Required Lenders.
(b) Anything herein to the contrary notwithstanding, if, on or a Base Rate Advance prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) end of the then current Interest Period(s) for Period therefore, accrued interest on such Advance shall be payable on the outstanding LIBOR Advances either prepay effective date of such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advancesconversion.
(ce) Without prejudice The Borrower agrees to pay to the provisions Lender, so long as the Lender shall be required under regulations of Section 11.2 hereofthe Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or the equivalent), in additional interest on the event of default by the Borrowers in payment of any unpaid principal amount of the Advances or interest thereon when due (whether at the stated maturityeach LIBO Rate Advance, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the extent permitted by applicable law) on such defaulted interest from the due date until the date of payment such LIBO Rate Advance until such principal amount is paid in full (both before as well as after judgment)full, at an interest rate per annum equal at all times to the Post-Default Rate. Each determination of any loss or expense remainder obtained by subtracting (i) the LIBO Rate for the then current Interest Period for such LIBO Rate Advance from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Interest Period, payable on each date on which interest is payable on such LIBO Rate Advance. A certificate of the Lender or an Agent setting forth the amount to which the Lender is then entitled under this subsection 2.6(cSection 2.07(e) shall be conclusive and binding on the Borrower in the absence of manifest error.
(df) Interest The Borrower agrees to pay to the Lender a facility fee at a rate per annum equal to the Applicable Facility Fee Rate, computed on all Prime the daily average amount of the Commitment, whether or not utilized, such fee to be payable on each Quarterly Date and on the date of the termination or expiry of the Commitment.
(g) The Borrower agrees to pay to the Lender a utilization fee at a rate per annum equal to the Applicable Utilization Fee Rate on the aggregate outstanding principal amount of the Advances for each day that the aggregate outstanding principal amount of the Advances exceeds an amount equal to 50% of the Commitment, such fee to be payable on each day on which interest is payable hereunder.
(h) All computations of interest based on the Base Rate shall be computed made on the basis of a year of 365/366 365 or 366 days, as the case may be, and all computations of interest based on the LIBO Rate or the Federal Funds Rate and computations of facility fee and utilization fee and of interest pursuant to Section 2.07(e) shall be made on the basis of a year of 360 days, in each case for the actual number of days and actual days elapsed (including the first day but excluding the lastlast day) occurring in the period for which payable and such interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which is payable.
(e) The Borrowers agree to pay in arrears to the Administrative Agent on behalf of the Lenders on each Semi Annual Date commencing with December 31, 2002 through and including the Tranche A Commitment Termination Date, and, if earlier, on the date the Obligations are paid in full, a commitment fee equal to 0.50% per annum of the average daily unused amount of the Tranche A Commitment during the preceding semi annual period (or shorter period in the case of the period from the Closing Date to December 31, 2002). The commitment fees required hereunder shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
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Interest Fees. (a) The Borrowers shall pay Subject to the Administrative Agent for the ratable benefit provisions of the Lenders subsection (b) below, each Loan shall bear interest on the outstanding principal amount of each Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, thereof at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime greater of (i) the Federal Funds Rate (as in effect from time to time) plus the Applicable Margin; and
1.00% and (ii) if such Advance is a LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable Margin. Accrued interest on each Advance shall be paid in arrears on the Interest Payment Dates. Notwithstanding the foregoing, interest that is payable at the Post-Default Rate shall be payable from time to time on demand of the Administrative Agent or the Required Lenders1.50%.
(b) Anything herein to the contrary notwithstanding, if, If any amount payable by any Borrower on or prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason behalf of any event affecting the money markets in the United States of America or the London interbank market, quotations of interest rates for the relevant deposits are Fund under any Loan Document is not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof upon the basis of which the rate of interest on any LIBOR Advance for such period is determined, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, in addition to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advances.
(c) Without prejudice to the provisions of Section 11.2 hereof, in the event of default by the Borrowers in payment of any principal amount of the Advances or interest thereon paid when due (giving effect to any applicable grace periods), whether at the stated maturity, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the fullest extent permitted by Applicable Law, all amounts due from such Borrower on behalf of such Fund under the Loan Documents shall thereafter bear interest at a rate equal to the sum of (x) the rate otherwise applicable lawthereto and (y) 2.0% per annum for each day until all past due amounts and any interest thereon are paid in full. Accrued and unpaid interest on such defaulted past due amounts (including interest from the on past due date until the date of payment in full (both before as well as after judgment), at the Post-Default Rate. Each determination of any loss or expense by a Lender or an Agent under this subsection 2.6(cinterest) shall be conclusive due and payable upon demand.
(c) Except as expressly provided herein, accrued interest on the Loans shall be payable by each Borrower on behalf of the Fund for which such Loans were made in arrears on each Payment Date. Interest hereunder shall be due and payable in accordance with the absence terms hereof before and after judgment, and before and after the commencement of manifest errorany proceeding under any Debtor Relief Law.
(d) Interest on all Prime Advances shall be computed on the basis of a year of 365/366 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable and interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable.
(e) The Borrowers agree to pay in arrears to the Administrative Agent Each Borrower agrees on behalf of its Funds in accordance with such Fund’s pro rata allocation contemplated by Section 9.15 to pay to the Lenders Lender a usage fee on each Semi Annual Date commencing with December 31the undrawn portion of the Maximum Commitment Amount, 2002 through for the period from and including the Tranche A Commitment Termination Datedate of this Agreement to, and, if earlier, on but not including the earlier of the date the Obligations are paid commitment is terminated or the Maturity Date, in full, a commitment fee an amount equal to 0.50% per annum the product of (x) the difference between the Maximum Commitment Amount and the sum of the average daily unused amount balance of the Tranche A Commitment during the preceding semi annual period Loans, multiplied by (or shorter period in the case of the period from the Closing Date to December 31, 2002)y) 0.15% per annum. The commitment fees required hereunder Such fee shall be computed payable in arrears on the basis last Business Day of each calendar quarter and on the actual number earlier of days elapsed in a year of 360 days(i) the date the Commitments are terminated and (ii) the Maturity Date.
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Samples: Credit Agreement (Allianz Funds)
Interest Fees. (a) The Borrowers shall pay to the Administrative Agent for the ratable benefit of the Lenders interest and Expenses ---------------------------
8.1 Interest on the outstanding principal amount balances of the Revolving Base Rate Loans shall be payable monthly on the first Business Day of each Advance made by the Lenders, for the period commencing on the date of such Advance (excluding the Closing Date) until such Advance is paid in full, month and shall accrue at the following rate per annum:
(i) if such Advance is a Prime Advance, a rate per annum equal to the Prime Alternate Base Rate (as in effect from time to time) plus the Applicable Margin; and
(ii) if such Advance is Margin on the average of the net balances owing by the Companies to the Agent and the Lenders in the Companies' Revolving Loan Account at the close of each day during the immediately preceding month. With respect to Revolving LIBOR Loans, interest shall be payable monthly on the first Business Day of each month and shall accrue at a rate per annum equal to the applicable LIBOR Advance, for each Interest Period relating thereto, the LIBOR Rate for such Advance plus the Applicable MarginMargin on the average balances of all LIBOR Loans outstanding during the immediately preceding month. Accrued In the event of any change in the Alternate Base Rate, the rate set forth in the first sentence of this Section 8.1 shall change, as of the first of the month following ----------- any such change, so as to remain by a percentage equal to the Applicable Margin above the Alternate Base Rate then in effect. All interest on each Advance rates shall be calculated based on a 360-day year. The Agent, on behalf of the Lenders, shall be entitled to charge the Companies' Revolving Loan Account for all interest provided for herein when due until all Obligations have been paid in arrears full.
8.2 Interest on any portion of the Interest Payment Dates. Notwithstanding principal amount of the foregoingTerm Loan for which the Companies have not elected to use LIBOR as the basis for the interest rate (i.e., interest that is payable at the Post-Default a Term Base Rate Loan) shall be payable from time --- monthly on the first Business Day of each month and shall accrue at a rate per annum equal to time on demand the sum of the Administrative Agent or Alternate Base Rate plus the Required ---- Applicable Margin. Interest on any portion of the principal amount of the Term Loan for which the Companies have elected to use LIBOR as the basis for the interest rate (i.e., a Term LIBOR Loan) shall be payable --- monthly on the first Business Day of each month and shall accrue at a rate per annum equal to the sum of the applicable LIBOR plus the ---- Applicable Margin. In the event of any change in the Alternate Base Rate, the rate set forth in the first sentence of this Section 8.2 shall ----------- change, as of the first of the month following any such change, so as to remain by a percentage equal to the Applicable Margin above the Alternate Base Rate then in effect. All interest rates shall be calculated based on a 360-day year. The Agent, on behalf of the Lenders, shall be entitled to charge the Companies' Revolving Loan Account for all interest provided for herein when due until all Obligations have been paid in full.
8.3 The Companies may elect to use LIBOR as to any outstanding Revolving Loans and any portion of the principal amount of the Term Loan provided that there then exists no Default or Event of Default and the Representative has so advised the Agent of its election to use LIBOR and the LIBOR Period selected no later than three (3) Business Days preceding the first day of a LIBOR Period. The election and LIBOR shall be effective, provided there then exists no Default or Event of Default, on the fourth Business Day following said notice. The LIBOR elections must be for One Million Dollars ($1,000,000) or whole multiples thereof and there shall be no more than seven (7) LIBOR Loans outstanding at one time. If no such election is timely made or can be made, or if the LIBOR rate can not be determined, then the Agent shall use the Alternate Base Rate plus the Applicable Margin for Revolving Base Rate Loans or Term Base Rate Loans, as applicable, to compute interest. Upon demand by the Lenders, each Company shall pay to the Agent, for the benefit of the Lenders, such amount or amounts as shall compensate the Lenders for any loss, costs or expenses incurred by the Lenders (as reasonably determined by the Lenders) as a result of (a) any payment or prepayment on a date other than the last day of a LIBOR Period for such LIBOR Loan, or (b) Anything herein to the contrary notwithstanding, if, on or prior to the determination of an interest rate for any LIBOR Advance for any Interest Period therefor, any Lender reasonably determines (which determination shall be conclusive absent manifest error):
(i) by reason failure of any event affecting Company to borrow a LIBOR Loan on the money markets in the United States of America or the London interbank market, quotations of interest rates date for the relevant deposits are not being provided such borrowing specified in the relevant amounts notice; such compensation to include, without limitation, an amount equal to any loss or for expense suffered by each Lender during the relevant maturities for purposes period from the date of determining receipt of such payment or prepayment or the date of such failure to borrow to the last day of such LIBOR Period if the rate of interest for obtained by such LIBOR Advances under this Agreement; or
(ii) the rates of interest referred to in the definition of “LIBOR Base Rate” in Section 1.1 hereof Lender upon the basis reemployment of which an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest on any applicable to such LIBOR Advance Loan for such period is determinedLIBOR Period. The determination by the Lenders of the amount of any such loss or expense, do not accurately reflect the cost to such Lender of making or maintaining such LIBOR Advance for such period, then, when set forth in addition a written notice to the Lender’s rights under Sections 2.11 and 3.2, such Lender shall give the Borrowers and the Administrative prompt notice thereof (and shall thereafter give the Borrowers prompt notice of the cessation, if any, of such condition), and so long as such condition remains in effect, such Lender shall be under no obligation to make LIBOR Advances or to convert Prime Advances into LIBOR Advances pursuant to subsection 2.2(a) or Section 2.8 hereof and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for the outstanding LIBOR Advances either prepay such LIBOR Advances in accordance with subsection 2.5(b) hereof or convert such LIBOR Advances into Prime Advances.
(c) Without prejudice to the provisions of Section 11.2 hereof, in the event of default by the Borrowers in payment of any principal amount of the Advances or interest thereon when due (whether at the stated maturity, by acceleration or otherwise), the Borrowers shall pay to the Lenders interest on such past due and unpaid principal amount and (to the extent permitted by applicable law) on such defaulted interest Representative from the due date until Agent, containing the date of payment Lenders' calculations thereof in full (both before as well as after judgment)reasonable detail, at the Post-Default Rate. Each determination of any loss or expense by a Lender or an Agent under this subsection 2.6(c) shall be conclusive on the Companies, in the absence of manifest error.
(d) Interest on . Calculation of all Prime Advances amounts payable to the Lenders under this paragraph with regard to LIBOR Loans shall be computed on made as though each Lender had actually funded the basis LIBOR Loans through the purchase of deposits in the relevant market and currency, as the case may be, bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount of the LIBOR Loans and having a year maturity comparable to the relevant interest period, provided that the Lenders may fund each of 365/366 days the LIBOR Loans in any manner the Lenders see fit and actual days elapsed (the foregoing assumption shall be used only for calculation of amounts payable under this Section 8.3. In addition, notwithstanding anything to the contrary ----------- contained herein, the Agent shall apply all proceeds of Collateral, including the first day but excluding the last) occurring in the period for which payable Accounts, and interest on all LIBOR Advances shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable.
(e) The Borrowers agree to pay in arrears to the Administrative Agent other amounts received by it from or on behalf of the Companies initially to the loans accruing interest at the Alternate Base Rate and then to LIBOR Loans, provided that upon the occurrence and during the continuance of an Event of Default, or in the event the aggregate amount of outstanding LIBOR Loans exceeds Availability or the applicable maximum levels set forth therefor, the Agent may apply all such amounts received by it to the payment of Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any such amounts are applied to Revolving Loans which are LIBOR Loans, such application shall be treated as a prepayment of such loans and the Lenders shall be entitled to indemnification hereunder.
(a) Notwithstanding any other provision of this Financing Agreement to the contrary, if any law, regulation, treaty or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for the Agent or any Lender to make or maintain LIBOR Loans as contemplated herein, the then outstanding LIBOR Loans so affected, if any, shall be converted automatically to loans accruing interest at the Alternate Base Rate, plus the Applicable Margin for Revolving Base Rate Loans or Term Base Rate Loans, as applicable, at the end of the applicable LIBOR Period or within such earlier period as required by law. Each Company hereby agrees to pay the Agent, for the benefit of the Lenders, on each Semi Annual Date commencing demand, any additional amounts necessary to compensate the Agent or any Lender for any costs incurred by the Agent or any Lender in making any conversion in accordance with December 31Section 8.3. -----------
(b) Notwithstanding any other provision of this Financing Agreement to the contrary, 2002 through and in the event that, by reason of any Regulatory Change (for purposes hereof "Regulatory Change" shall mean, with respect to the Agent or any Lender, any change after the date of this Agreement in United States federal, state or foreign law or regulations or the adoption or making after such date of any interpretation, directive or request applying to a class of banks including the Tranche A Commitment Termination DateAgent or any Lender of or under any United States federal, andstate or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful)), the Agent or any Lender either (i) incurs any material additional costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Financing Agreement or a category of extensions of credit or other assets of the Agent or any Lender which includes LIBOR Loans or (ii) becomes subject to any material restrictions on the amount of such a category of liabilities or assets which it may hold, then, if earlierthe Agent or the Required Lenders so elect by notice to the Representative, the obligation of the Agent and the Lenders to make or continue LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect.
8.5 In consideration of the Letter of Credit Guaranty, the Company shall pay to the Agent, for the benefit of the Lenders, a Letter of Credit Guaranty Fee equal to two and one-quarter percent (2.25%) per annum on the undrawn face amount of each Letter of Credit. For each documentary Letter of Credit, the entire Letter of Credit Guaranty Fee shall be payable on the date of issuance, and for each standby Letter of Credit, the Obligations are Letter of Credit Guaranty fee shall be payable monthly on the first day of each month.
8.6 Any charges, fees, commissions, costs and expenses charged to the Agent for any Company's account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the Companies' Revolving Loan Account in full when charged to or paid in fullby the Agent, a commitment fee equal to 0.50% per annum and when made by any such Issuing Bank shall be conclusive and binding upon the Agent and the Lenders.
8.7 On demand, the Companies shall reimburse or pay the Agent for all Out-of-Pocket Expenses and the Documentation Fee.
8.8 Commencing on the first day of the average daily unused amount of month following the Tranche A Commitment during the preceding semi annual period (or shorter period month in the case of the period from which the Closing Date occurs, and on the first day of each month thereafter, each Company shall pay to December 31the Agent, 2002for the benefit of the Lenders, the Line of Credit Fee.
8.9 On the date hereof and on July 1, 2000, the Companies shall pay to the Agent, for its own account, the Collateral Management Fee, which shall be fully earned and not refundable or rebateable when due.
8.10 After the occurrence and during the continuance of an Event of Default, each Company shall pay the Agent's standard charges for, and the reasonable fees and expenses of, the Agent's personnel used by Agent for reviewing the books and records of each Company and for verifying, testing protecting, safeguarding, preserving or disposing of all or any part of the Collateral, which fees and expenses shall be in addition to the Collateral Management Fee.
8.11 Each Company hereby authorizes the Agent to charge the Companies' Revolving Loan Account with the amount of all payments due under this Section 8 as such payments become due. Any amount charged to the Companies' Revolving Loan Account shall be deemed a Revolving Loan hereunder and shall incur interest at the rate provided in Section 8.1 ----------- of this Financing Agreement. Each Company confirms that any charge which the Agent may make to the Companies' Revolving Loan Account as herein provided will be made as an accommodation to each Company and solely at the Agent's discretion.
8.12 If the Term Loan is not prepaid in full before March 1, 2000, the Companies shall pay to the Agent, for the benefit of the Lenders, a fee on March 1, 2000 in the amount of Two Hundred Fifty Thousand Dollars ($250,000). The commitment fees required hereunder If the Term Loan is not prepaid in full before June 1, 2000, the Companies shall be computed on pay to the basis Agent, for the benefit of the actual number Lenders, an additional fee on June 1, 2000, in the amount of days elapsed Five Hundred Thousand Dollars ($500,000). If the Term Loan is not prepaid in a year full prior to any September 1, December 1, March 1, or June 1, commencing September 1, 2000, on each such date, the Companies shall pay to Agent, for the benefit of 360 daysthe Lenders, additional fees in the amount of Two Hundred Fifty Thousand Dollars ($250,000) each.
8.13 The Companies agree that, subsequent to the Closing Date, Agent will conduct comprehensive appraisals of the fixed assets of the Companies (in addition to the appraisals referred to in Section 2.1(u) -------------- above) at the expense of the Companies, payable on demand of Agent; provided, that the cost thereof to the Companies shall not exceed Sixty- Seven Thousand Five Hundred Dollars ($67,500).
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