Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.
Appears in 2 contracts
Samples: Loan and Security Agreement (FLAG INTERMEDIATE HOLDINGS Corp), Loan and Security Agreement (Metals Usa Holdings Corp.)
Maximum Interest Rate. If The maximum total interest that Holder shall be entitled to receive pursuant to this Debenture shall not exceed the Interest Ratemaximum rate permitted pursuant to applicable law. Borrower and Holder intend to comply at all times with applicable usury laws. Notwithstanding any provision of this Debenture, absent if at any time any applicable usury law would ever render usurious any amounts contemplated by this Debenture, it is Borrower’s and Xxxxxx's express intention that Borrower shall not be required to pay interest pursuant to this Debenture at a rate in excess of the limitation set forth in maximum lawful rate, that the provisions of this Section 3.38.1 of this Article Eight shall control any other inconsistent provisions of this Debenture, would have exceeded that such excess interest shall be immediately credited pursuant to the Maximum Rateprincipal balance of this Debenture (or, if this Debenture has been fully paid, refunded by Holder to Borrower), and the provisions hereof shall be immediately reformed and the amounts thereafter collectible pursuant to this Debenture reduced, without the necessity of the execution of any further documents, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for pursuant to this Debenture. Any such crediting or refund shall not cure or waive any default by Borrower pursuant to this Debenture. If at any time following any reduction in the interest rate payable by Borrower there remains unpaid any principal amount pursuant to this Debenture and the maximum interest rate allowed by applicable law is increased or eliminated, then the Interest Rate interest payable pursuant to this Debenture shall be readjusted, to the Maximum Rateextent not prohibited by applicable law, and, if in so that the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the total dollar amount of interest paid hereunder equals payable pursuant to this Debenture shall be equal to the dollar amount of interest which would have been paid if by Borrower without giving effect to the same had not been limited by reduction in interest resulting from compliance with applicable usury laws. The term “applicable law” as used in this Debenture shall mean the Maximum Rate. In the event that, upon payment in full laws of the Obligations, the total amount State of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, chargedNevada, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, federal law in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawfederal law preempts Nevada law.
Appears in 2 contracts
Samples: Convertible Debenture (Environmental Control Corp.), Convertible Debenture (Environmental Control Corp.)
Maximum Interest Rate. If (a) Regardless of any provision contained in ---------------------- this Debenture, Lender shall never be entitled to receive, collect or apply as interest on the Interest Rate, absent the limitation set forth Debenture any amount in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be excess of interest calculated at the Maximum Rate, and, if in the futureevent that Lender ever receives, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid collects or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply applies as interest any such excess, the amount which, together with all other which would be excessive interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and treated hereunder as such; and, if such the principal balance amount of the Debenture is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders Lender shall, to the maximum extent permitted under any Requirement of Lawapplicable law, (Ai) characterize any non-non principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debenture; provided that, if the Debenture is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debenture and, in such event, Lender shall not be subject to any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement of Law. Subject to the foregoinglaws for contracting for, the Borrowers hereby agree that the actual effective rate charging, taking, reserving or receiving interest in excess of interest from time to time existing under calculated at the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 2 contracts
Samples: Convertible Debenture (La Man Corporation), Convertible Debenture (La Man Corporation)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
Appears in 2 contracts
Samples: Credit Agreement (World Access Inc /New/), Credit Agreement (Telergy Inc /Ny)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such obligation equals the aggregate amount of interest which would have been paid accrued on such obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such obligation had at all times been in effect. As used herein, then the Borrowers term “Maximum Rate” means, at any time with respect to any Lender, the maximum rate of nonusurious interest under applicable law that such Lender may contract for, charge, reserve, or receive. The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges contracted for, charged, reserved, or received in connection with the Loan Documents that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate. For purposes of determining the Maximum Rate under Texas law, the applicable rate ceiling shall be the weekly rate ceiling described in, and computed in accordance with, Chapter 303 of the Texas Finance Code.
(b) No provision of any Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess interest is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, or collects, interest in excess of the maximum lawful amount of interest, such amount which is or would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal of the obligations outstanding hereunder, and, if the principal of the obligations outstanding hereunder has been paid in full or would be paid in full by all or part of such application, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest contracted for, charged, reserved or received exceeds the Maximum Rate, Borrower and each Lender shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate , and (c) amortize, prorate, allocate, and spread the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under contracted for, charged, reserved and received throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by obligations outstanding hereunder so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 2 contracts
Samples: Credit Agreement (Eagle Materials Inc), Credit Agreement (Eagle Materials Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. (a) In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms that any provision of this Agreement is less than would oblige the total amount Borrower to make any payment of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed other payment which is construed by a court of competent jurisdiction to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or calculated at a rate which would exceed be prohibited by law or would result in a receipt by the Maximum RateLender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), the Administrative Agentthen notwithstanding such provision, such Letter amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of Credit Issuer, or such Lenderinterest, as the case may be, as would not be so prohibited by law or so result in a receipt by a Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:
(i) firstly, by reducing the amount or rate of interest required to be paid under Section 5.01 of this Agreement; and
(ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada);
(b) If, notwithstanding the provisions of Subsection (a) of this Section and after giving effect to all adjustments contemplated thereby, the Lender shall automatically apply have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Lender to any unpaid amount the reduction of the principal balance of the Outstanding Obligations other than interest, in inverse order and not to the payment of maturity, interest or if the amount of such excess excessive interest exceeds said unpaid amountsuch principal balance, such excess shall be paid refunded to the paying Borrowers Borrower; and
(c) Any amount or Borrower, as applicable. All rate of interest paid, or agreed referred to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, in this section shall be amortized, prorated, spread, determined in accordance with generally accepted actuarial practices and allocated in respect principles at an effective annual rate of interest over the Obligations throughout the full term of this Agreement. Notwithstanding Agreement on the assumption that any provision contained charges, fees or expenses that fall within the meaning of “interest” (as defined in any the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the Loan Documents, or in any other related documents executed pursuant hereto, none term of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate this Agreement and, in the event the Administrative Agentof dispute, any Letter a certificate of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect a Fellow of the Borrowers, or any Canadian Institute of them, that otherwise would, together with all other interest under Actuaries appointed by the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document Lender shall be construed or so operate as to require or obligate conclusive for the Borrowers, or any purposes of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawsuch determination.
Appears in 2 contracts
Samples: Credit Agreement (Rti International Metals Inc), Credit Agreement (Rti International Metals Inc)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent ------------- thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate CREDIT AGREEMENT - Page 82 total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 2 contracts
Samples: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Bank shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate hadabsence of this Section 12.12(b), at all times, been in effect or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on Agreement or the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of foregoing, the contracting Agent or any Bank ever contracts for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit IssuersAgent, and the Lenders Banks shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in equivalent unequal parts the total amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of the Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Agent and/or the Banks, as appropriate, shall refund to the Borrower the amount of such excess and, in such event, the Agent and the Banks shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of the Maximum Rate.
(c) The provisions of Chapter 346 of the Finance Code of Texas are specifically declared by the parties hereto not to be applicable to any Loan Document shall be construed Documents or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawtransactions contemplated thereby.
Appears in 2 contracts
Samples: Loan Agreement (Uici), Loan Agreement (Uici)
Maximum Interest Rate. If (a) In the Interest Rateevent that any provision of this Agreement would oblige a Borrower to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by applicable law, absent regulation, order, rule or direction (a "Usury Restraint") which prohibits or restricts the limitation charging, receipt or retention of interest or other amounts at the rates and amounts set forth herein (the "Stated Rate") in this Section 3.3excess (the "Excess") of the maximum rates or amount (the "Maximum Rate") stipulated in the Usury Restraint, would then notwithstanding such provision, such amount or rate shall be deemed to have exceeded been adjusted nunc pro tunc to the Maximum Rate, then the Interest Rate shall such adjustment to be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shalleffected, to the extent permitted by applicable lawnecessary, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of as follows:
(i) the amount of interest which would have been paid or accrued if the Maximum Rate hadfirstly, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on by reducing the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed required to be paid under Section 5.01 of this Agreement; and
(ii) thereafter, by reducing any Borrowerfees, or requested or demanded to be paid by commissions, premiums and other amounts which would constitute interest for the Administrative Agentpurposes of such Usury Restraint;
(b) If, any Letter of Credit Issuer, or any Lender, exceed notwithstanding the Maximum Rate, and all provisions of the Loan Documents in respect clause (a) of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In and after giving effect to all adjustments contemplated thereby, the event any such interest is paid to Agents, the Administrative Agent, any Letter of Credit Issuer, or any Lender by the BorrowersLenders, or any of them, in shall have received an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, then such amount Excess shall automatically be deemed to be applied by the Administrative Agent (on behalf of the Lenders) rateably in accordance with the Lenders' respective Commitments, to the reduction of the unpaid principal balance of the Obligations and, Outstanding Borrowings and not to the payment of interest or if such excessive interest exceeds such principal balance is paid in fullbalance, any remaining excess such Excess shall forthwith be paid refunded to the applicable Borrowers Borrowers; and
(c) Any amount or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from referred to in this Section shall be determined in accordance with generally accepted actuarial practices and principles at an effective annual rate of interest over the term of this Agreement on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in Usury Restraint) shall, if they relate to a specific period of time, be prorated over that period of time to time existing under and otherwise be prorated over the Loan Documentsterms of this Agreement and, including all amounts agreed to by in the Borrowers or charged or received event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent, Agent (on behalf of the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, Lenders) shall be deemed to be a rate which is agreed to and stipulated by conclusive for the Borrowers and the Lenders in accordance with Requirements purposes of Lawsuch determination.
Appears in 2 contracts
Samples: Credit Agreement (Kingsway Financial Services Inc), Credit Agreement (Kingsway Financial Services Inc)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the Loan Documents)sureties, in no contingency guarantors, successors, or event whatsoever assigns of Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 2 contracts
Samples: Credit Agreement (Horizon Health Corp /De/), Credit Agreement (Horizon Health Corp /De/)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate.
(b) If at any time the Interest interest rate (the “Contract Rate”) for any Liability shall exceed the Maximum Rate, absent the limitation set forth so that, as provided in this Section 3.319-18(a), would have exceeded interest accruing on such Liability is limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Liability shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Liability below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Liability equals the aggregate amount of interest which would have been paid accrued on such Liability if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Liability had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of .
(ac) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all this Agreement or the other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Letter of Revolving Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, reserve or apply apply, as interest on the Liabilities, any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate andRate. The Agent, each Revolving Credit Lender and the Borrower each agrees that any interest, charge, fee, expense or other Liability provided for in this Agreement or in the event other Loan Documents which constitutes interest under applicable law, ipso facto and under any and all circumstances, shall be limited or reduced to an amount equal to the Administrative Agentlesser of (x) the amount of such interest, any Letter charge, fee, expense or other Liability that would be payable in the absence of Credit Issuerthis Section 19-18, or (y) an amount, which when added to all other interest payable under this Agreement and the other Loan Documents, equals the Maximum Rate. If, notwithstanding the foregoing, the Agent or any Revolving Credit Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of principal of the unpaid principal balance of Liabilities and treated hereunder as such; and if the Obligations andLiabilities, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsAgent, the Letter of each Revolving Credit Issuers, Lender and the Lenders shallBorrower, to the maximum extent permitted under any Requirement of by Applicable Law, shall (Ai) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the actual term of the Liabilities, or any of themapplicable portions thereof, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree so that the actual effective interest rate does not exceed the Maximum Rate at any time during the term of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawLiabilities.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hastings Entertainment Inc), Loan and Security Agreement (Hastings Entertainment Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount Regardless of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained --------------------- in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender Lenders shall ever never be entitled to contract for, charge, receive, take, reserve, collectreceive, or apply apply, as interest on the Obligations, or any part thereof, any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate Highest Lawful Rate, and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever contracts for, charges, receives, takes, reserves, collectsreceives, or applies as interest any amount in respect of the Borrowerssuch excess, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount it shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and, if and treated hereunder as such principal balance is paid in full, and any remaining excess shall forthwith be paid refunded to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the AgentsBorrower, the Letter of Credit Issuersits Subsidiaries, and the Lenders shall, to the maximum extent permitted under any Requirement of applicable Law, (Aa) treat all Loans as but a single extension of credit (and Lenders, the Borrower and the Borrower's Subsidiaries agree that such is the case and that provision herein for multiple Loans and for one or more Notes is for convenience only), (b) characterize any non-principal nonprincipal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bc) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (d) "spread" the total amount of interest throughout the entire contemplated term of the Obligation; provided that, if the Obligation -------- ---- is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Highest Lawful Rate, Lenders shall refund such excess, and, in such event, Lenders shall not be subject to any Loan Document shall be construed or so operate as to require or obligate the Borrowerspenalties provided by any laws for contracting for, charging, taking, reserving, or any receiving interest in excess of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawHighest Lawful Rate.
Appears in 2 contracts
Samples: Credit Agreement (Radio One Inc), Credit Agreement (Radio One Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth (a) Nothing contained in this Agreement had or the Notes shall require the Borrower to pay interest at all times been in effect, then a rate exceeding the Borrowers shall, to the extent maximum rate permitted by applicable law, pay . Neither this Section nor Section 9.08 is intended to limit the Administrative Agent, rate of interest payable for the account of any Bank or the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such LenderIssuing Bank, as the case may be, shall automatically apply such excess to any unpaid amount the maximum rate permitted by the laws of the Obligations other than interestState of New York if a higher rate is permitted with respect to such Bank or the Issuing Bank, in inverse order as the case may be, by supervening provisions of maturity, or if United States federal law.
(b) If the amount of such excess exceeds said unpaid amount, such excess shall be paid to interest payable for the paying Borrowers account of any Bank or Borrowerthe Issuing Bank, as applicable. All interest paidthe case may be, or agreed to be paid, by on any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated date in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documentsimmediately preceding interest computation period, or in any other related documents executed computed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate andSection 2.06 or, in the event the Administrative Agent, any Letter case of Credit Issuer, interest on Reimbursement Obligations or any Lender ever charges, receives, takes, reserves, collects, or applies any amount other amounts payable in respect of Letters of Credit, Section 2.07, would exceed the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such maximum amount shall automatically be deemed permitted by applicable law to be applied in reduction of charged by such Bank or the unpaid principal balance of Issuing Bank, as the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowerscase may be, the Agentsamount of interest payable for its account on such date shall be automatically reduced to such maximum permissible amount.
(c) If the amount of interest payable for the account of any Bank or the Issuing Bank, as the Letter case may be, in respect of Credit Issuers, any interest computation period is reduced pursuant to clause (b) of this Section and the Lenders shallamount of interest payable for its account in respect of any subsequent interest computation period, computed pursuant to Section 2.06 or, in the case of interest on Reimbursement Obligations or other amounts payable in respect of Letters of Credit, Section 2.07, would be less than the maximum extent permissible amount permitted under any Requirement by applicable law to be charged by such Bank or the Issuing Bank, as the case may be, then the amount of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement interest payable for a third-party expense rather than as its account in respect of such subsequent interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document computation period shall be construed or so operate as automatically increased to require or obligate such maximum permissible amount; provided that at no time shall the Borrowers, or aggregate amount by which interest paid for the account of any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, Bank or the Lenders pursuant to and in accordance with Issuing Bank, as the Loan Documentscase may be, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.has been increased
Appears in 2 contracts
Samples: Credit Agreement (New Beverly Holdings Inc), Credit Agreement (Beverly Enterprises Inc /De/)
Maximum Interest Rate. No provision of this Agreement or any other Loan Document shall require the payment or the collection of interest in excess of the maximum permitted by applicable law. The maximum interest to be charged under this Loan shall be governed by Section 312 of the Maritime Act which provides that loans secured by a preferred mortgage filed or recorded under Chapter 3 of that act may have any rate of interest to which the parties to the mortgage may agree. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the Interest Rate, absent the limitation set forth in provisions of this Section 3.3shall govern and prevail and neither Borrower, nor any Guarantor, nor any other sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. Notwithstanding anything to the contrary contained herein or elsewhere, if at any time the rate of interest payable hereunder, under the Note, or any other Loan Document would have exceeded exceed the "Maximum Rate," then for so long as the Maximum Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Rate. If Lender receives interest hereunder in excess of the Maximum Rate, then the Interest Rate excess amount shall be applied ratably to the reduction of the principal balance of the Note, or to other amounts (other than interest) payable hereunder, under such instruments or any other Loan Document, and if no Obligations of Borrower remain outstanding, the balance, if any, will be refunded to Borrower or to such Person as may be entitled thereto. In determining whether or not the interest paid or payable exceeds the Maximum Rate, andBorrower, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers Guarantor and Lender shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to entire contemplated term of the indebtedness evidenced by the Borrowers or charged or received by Note so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (International Shipholding Corp)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the “Contract Rate”) for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 2 contracts
Samples: Credit Agreement (Tufco Technologies Inc), Credit Agreement (Tufco Technologies Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Paper shall at any time exceed the Highest Lawful Rate. If at any time the Interest interest rate (the “Contract Rate”) for any Obligation shall exceed the Highest Lawful Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Highest Lawful Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than rate of interest on such Obligation below the Maximum Rate, then the Interest Rate shall remain at the Maximum Highest Lawful Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Papers, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Papers shall ever .be construed to create a contract or obligation to pay interest at a rate in excess of the Highest Lawful Rate; and neither any Agent nor any Bank shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Highest Lawful Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Papers which constitutes interest under applicable Law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 9.19(b) or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid which when added to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest payable under this Agreement and the other Loan Documents would result in a rate of interest under Papers, equals the Loan Documents in excess of Highest Lawful Rate. If, notwithstanding the Maximum Rate and, in the event the Administrative Agentforegoing, any Letter of Credit Issuer, Agent or any Lender Bank ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Highest Lawful Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Borrower, Parent or BorrowerSubsidiary (as appropriate). The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Agents, the Letter of Credit Issuers, and the Lenders parties hereto shall, to the maximum extent permitted under any Requirement of by applicable Law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Highest Lawful Rate at any time during the term of themthe Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to pay the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exc xxxx the Highest Lawful Rate, the Agents and/or the Banks, as appropriate, shall refund to the applicable Person the amount of such excess and, in such event, the Agents and the Banks shall not be subject to any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement Laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawHighest Lawful Rate.
Appears in 2 contracts
Samples: Credit Agreement (Frozen Food Express Industries Inc), Credit Agreement (Frozen Food Express Industries Inc)
Maximum Interest Rate. If It is the Interest intention of Lender, --------------------- Borrower, the Guarantor, and all other parties to the Loan to conform to and contract in strict compliance with applicable usury laws from time-to-time in effect. All agreements between Lender or any other holder of the Note and Borrower (or any other party liable with respect to indebtedness under the Loan Documents) are hereby limited by this provision, which shall control and override all such agreements. In no way, nor in any event or contingency (including, but not limited to, prepayment, default, demand for payment, or the acceleration of maturity of any Obligations, or the recharacterization of any application fee, loan commitment fees, additional commitment fees, or origination fees as interest), shall the interest taken, reserved, contracted for, charged or received under the Note, or otherwise, exceed the Maximum Rate. If, absent the limitation set forth from any possible construction of any document, interest would otherwise be payable in this Section 3.3, would have exceeded excess of the Maximum Rate, then the Interest Rate any such construction shall be subject to this provision, and such document shall be automatically reformed, and the interest payable shall be automatically reduced to the Maximum Rate permitted under applicable law, without the necessity of the execution of any amendment or new document. If Lender or the holder of the Note shall ever receive any thing of value that is characterized as interest under applicable law and that would apart from this provision, be in excess of the Maximum Rate, andan amount equal to the amount that would have been excessive interest shall, if without penalty, be applied to the reduction of the principal amount owing on the Note in the futureinverse order of its maturity and not to the payment of interest, or refunded to Borrower or the Interest Rate would otherwise be less than other payor thereof if and to the Maximum Rateextent such amount, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if excessive, exceeds such unpaid principal. The right to accelerate the same had maturity of the Note, or any other indebtedness, does not been limited by include the Maximum Rate. In right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and the Lender or the holder thereof does not intend to charge or receive any unearned interest in the event that, upon payment in full of the Obligations, the total amount of acceleration. All interest paid or accrued under agreed to be paid to the terms Lender or the holder of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers Note shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, allocated and allocated in respect of the Obligations spread throughout the full stated term of this Agreement. Notwithstanding (including any provision contained in any renewal or extension) of the Loan Documents, or in any other related documents executed pursuant hereto, none of Note so that the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess on account of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of such indebtedness does not exceed the Maximum Rate. As used in this paragraph, such amount the term "applicable law" shall automatically be deemed to be applied in reduction mean the laws of the unpaid principal balance State of Texas or the federal laws of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter United States of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan DocumentsAmerica, which ever laws allow the greater h laws now exist may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by changed or amended or come in effect in the Borrowers and the Lenders in accordance with Requirements of Lawfuture.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, chargedAny provision herein, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any document --------------------- securing this Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents document executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issueror delivered in connection herewith, or in any other agreement or commitment, whether written or oral, express or implied, to the contrary notwithstanding, neither Lender nor any holder of this Loan Agreement shall ever be entitled to charge, receive, take, reserve, receive or collect, nor may amounts received hereunder be credited, in such a manner that Lender or apply any holder hereof would be paid, as interest, a sum greater than the maximum amount permitted by applicable law to be charged to the person, partnership, firm or corporation primarily obligated to pay the Indebtedness at the time in question (hereinafter called the "Maximum Rate"). If any construction of this Loan Agreement or any document securing the Indebtedness, or any and all other papers, agreements or commitments, shall indicate a different right given to Lender or any holder thereof to ask for, demand or receive any larger sum as interest, such is a mistake in calculation or wording which this clause shall override and control, it being the intention of the parties that this Loan Agreement, and all other instruments securing the payment of the Indebtedness or executed or delivered in connection herewith, shall in all things comply with applicable law and that proper adjustments shall automatically be made accordingly. If Lender or any holder hereof ever receives, collects or applies as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be sum in excess of the Maximum Rate, such excess amount shall automatically be deemed to be applied in to the reduction of the unpaid principal balance of the Obligations andIndebtedness, and if such principal balance the Indebtedness is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency or other consideration, exceeds the AgentsMaximum Rate, the Letter Borrower and Lender or any holder of Credit Issuers, and the Lenders this Indebtedness shall, to the maximum extent permitted under any Requirement of Lawapplicable law, (A) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, an expense or reimbursement for a third-party expense fee rather than as interest and (B) interest, exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and "allocate and spread" the total amount of interest throughout the entire term of the Indebtedness so that the interest rate is uniform throughout the entire term of this Indebtedness; provided, that if the Indebtedness is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the interest permitted at the Maximum Rate, Lender or any Loan Document holder hereof shall be construed or so operate as refund to require or obligate Borrower the Borrowersamount of such excess including other consideration, or credit the amount of such excess or other consideration against the ,aggregate unpaid principal balance of all advances made by Lender or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to holder hereof under this Loan Agreement at the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawquestion.
Appears in 1 contract
Samples: Loan Agreement (Polyphase Corp)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document (the "Contract Rate") shall at any time exceed the Maximum Rate. If at any time the Interest Contract Rate for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over .
(b) No provision of any Loan Document shall require the amount payment or the collection of interest actually paid or accrued under this Agreementin excess of the Maximum Rate. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate If any excess of interest that can legally be contracted in such respect is hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section 14.12 shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative AgentLender ever receives, any Letter of Credit Issuercollects, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply applies as interest any such sum, such amount which, together with all other interest under the Loan Documents which would result in a rate of interest under the Loan Documents be in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each The Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law3.
Appears in 1 contract
Maximum Interest Rate. If the Interest RateAny provision herein, absent the limitation set forth or in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in any document --------------------- securing this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount any other document executed or rate of interest that can legally be contracted for, charged, or received under or delivered in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents)herewith, in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant heretoagreement or commitment, none whether written or oral, expressed or implied, to the contrary notwithstanding, neither Lender nor any successor or assignee shall in any event be entitled to receive or collect, nor shall or may amounts received hereunder be credited, so that Lender or any successor or assignee shall be paid, as interest, a sum greater than the maximum amount permitted by applicable law to be charged to the Borrowers. If any construction of the Administrative Agent, this Agreement or any Letter of Credit Issuerdocument securing this Agreement, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with and all other interest under papers, agreements or commitments, indicate a different right given to Lender or any successor or assignee to ask for, demand or receive any larger sum as interest, such is a mistake in calculation or wording which this clause shall override and control, it being the Loan Documents would result in a rate of interest under the Loan Documents in excess intention of the Maximum Rate andparties that this Agreement, and all other instruments securing the payment of this Agreement or executed or delivered in the connection herewith shall in all things comply with applicable law and proper adjustments shall automatically be made accordingly. In any event the Administrative Agentthat Lender or any successor or assignee ever receives, collects or applies or a governmental entity deems as interest, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be sum in excess of the Maximum Rate, if any such excess amount shall automatically be deemed to be applied in to the reduction of the unpaid principal balance of the Obligations andObligation, and if such principal balance the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrowers. In determining whether or not the applicable interest paid or payable, under any specific contingency, exceeds the Maximum Rate, if any, Borrowers and Lender or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders any successor or assignee shall, to the maximum extent permitted under any Requirement of Law, applicable law: (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, an expense or reimbursement for a third-party expense fee rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , (iii) "spread" the total amount of interest throughout the entire term of this Agreement; provided that if this Agreement is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, Lender or any Loan Document successor or assignee shall be construed or so operate as refund to require or obligate Borrowers the Borrowersamount of such excess, or credit the amount of such excess against the aggregate unpaid principal balance of all advances made by the Lender or any of them, to pay any interest, fees, costs, successor or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing assignee under the Loan Documents, including all amounts agreed to by Obligation at the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and time in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawquestion.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Bank shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate hadabsence of this Section 13.12(b), at all times, been in effect or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of foregoing, the contracting Agent or any Bank ever contracts for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) The Collateral covered in the lesser of (i) Vessel Mortgage and the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in Obligations covered by this Agreement, at all times, been in effect over (b) the amount Note and other Loan Documents is or will be secured by a "Preferred Mortgage" on the Vessels within the meaning of interest actually paid or accrued under this Agreement. Each Agent, each LenderSection 31322 of the Ship Mortgage Act, and each Borrower acknowledgesthe regulations promulgated thereunder. If, agreesfor any reason, the provisions of Section 31322 of the Ship Mortgage Act shall be found not to exempt any and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be and other charges contracted for, charged, taken, received or received under or reserved in connection with the Obligations covered by this Agreement, the Note, and other Loan DocumentsDocuments from any limitations otherwise applicable, then the provisions of Section 12.12(b) shall apply, but otherwise the provisions of Section 31322 of the Ship Mortgage Act shall be applicable.
(b) No provision of this Agreement or of any other Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. Notwithstanding anything If any excess of interest in such respect is hereby provided for, or shall be adjudicated to the contrary contained be so provided, in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither any of the Loan Documents)Borrowers nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of any of the Borrowers shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations indebtedness evidenced by the Note; and, if such the principal balance is of the Note has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers Borrowers. In determining whether or Borrower. The Borrowersnot the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrowers and the Lenders Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to entire contemplated term of the indebtedness evidenced by the Borrowers or charged or received by Note so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Samples: Credit Agreement (Transcoastal Marine Services Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 12.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
Appears in 1 contract
Maximum Interest Rate. If (1) In the Interest Rateevent that any provision of this Agreement would oblige a Borrower to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by applicable law, absent regulation, order, rule or direction (a "Usury Restraint") which prohibits or restricts the limitation charging, receipt or retention of interest or other amounts at the rates and amounts set forth herein (the "Stated Rate") in this Section 3.3excess (the "Excess") of the maximum rates or amount (the "Maximum Rate") stipulated in the Usury Restraint, would then notwithstanding such provision, such amount or rate shall be deemed to have exceeded been adjusted nunc pro tunc to the Maximum Rate, then the Interest Rate shall such adjustment to be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shalleffected, to the extent permitted by applicable lawnecessary, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of as follows:
(a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate hadfirstly, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on by reducing the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed required to be paid under Section 5.01 of this Agreement; and
(b) thereafter, by reducing any Borrowerfees, or requested or demanded to be paid by commissions, premiums and other amounts which would constitute interest for the Administrative Agentpurposes of such Usury Restraint;
(2) If, any Letter of Credit Issuer, or any Lender, exceed notwithstanding the Maximum Rate, and all provisions of the Loan Documents in respect clause (a) of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In 1.06 and after giving effect to all adjustments contemplated thereby, the event any such interest is paid to Agents, the Administrative Agent, any Letter of Credit Issuer, or any Lender by the BorrowersLenders, or any of them, in shall have received an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, then such amount Excess shall automatically be deemed to be applied by the Administrative Agent (on behalf of the Lenders) rateably in accordance with the Lenders' respective Commitments, to the reduction of the unpaid principal balance of the Obligations and, Outstanding Borrowings and not to the payment of interest or if such excessive interest exceeds such principal balance is paid in fullbalance, any remaining excess such Excess shall forthwith be paid refunded to the applicable Borrowers Borrowers; and
(3) Any amount or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from referred to in this Section shall be determined in accordance with generally accepted actuarial practices and principles at an effective annual rate of interest over the term of this Agreement on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in Usury Restraint) shall, if they relate to a specific period of time, be prorated over that period of time to time existing under and otherwise be prorated over the Loan Documentsterms of this Agreement and, including all amounts agreed to by in the Borrowers or charged or received event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent, Agent (on behalf of the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, Lenders) shall be deemed to be a rate which is agreed to and stipulated by conclusive for the Borrowers and the Lenders in accordance with Requirements purposes of Lawsuch determination.
Appears in 1 contract
Maximum Interest Rate. If (a) Notwithstanding the Interest Rate, absent foregoing provisions of Section 2.3 regarding the limitation set forth in this Section 3.3, would have exceeded rates of interest applicable to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, andLoan, if in at any time the future, amount of such interest computed on the basis of the Applicable Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as exceed the amount of such interest paid hereunder equals computed upon the amount basis of the maximum rate of interest which would have been paid if the same had not been limited permitted by the Maximum Rate. In the event thatapplicable state or federal law in effect from time to time hereafter, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shallafter taking into account, to the extent permitted required by applicable law, pay any and all fees, payments, charges and calculations provided for in this Agreement or in any other agreement between Borrower and Lender (the Administrative Agent"Maximum Legal Rate"), for the account interest payable under this Loan Agreement shall be computed upon the basis of the LendersMaximum Legal Rate.
(b) No agreements, an amount equal conditions, provisions or stipulations contained in this Loan Agreement or any other instrument, document or agreement between Borrower and Lender or default of Borrower, or the exercise by Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Loan Agreement or any other agreement between Borrower and Lender, or the arising of any contingency whatsoever, shall entitle Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Legal Rate had("Excess"), Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the Obligations; and third, returned to Borrower, it being the intention of the parties hereto not to enter at all timesany time into a usurious or otherwise illegal relationship. Borrower recognizes that, been with fluctuations in effect or (ii) the amount Applicable Interest Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur. By the execution of interest which would have been paid or accrued had the interest rate otherwise set forth in this Loan Agreement, at all timesBorrower covenants that it shall not seek or pursue any other remedy, been in effect over (b) the amount of interest actually paid legal or accrued under this Agreement. Each Agentequitable, each against Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements based in whole or in part upon the charging or receiving of Law any interest in respect excess of limitations on the amount maximum authorized by applicable law. For the purpose of determining whether or rate of interest that can legally be not any Excess has been contracted for, charged, charged or received under by Lender, all interest at any time contracted for, charged or received by Lender in connection with the this Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Loan Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, this Section 2.4 shall be deemed to be incorporated into every document or communication relating to the Obligations which set forth or prescribe any account, right or claim or alleged account, right or claim of Lender with respect to Borrower (or any other obligor in respect of Obligations), whether or not any provision of Section 2.4 is referred to therein. All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of Borrower (or other obligor) asserted by Lender thereunder, be automatically recomputed by Borrower or other obligor, and by any court considering the same, to give effect to the adjustments or credits required by Section 2.4.
(d) If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement or any other Loan Documents than is presently allowed by applicable state or federal law, then the limitation of interest under this Section 2.4 shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which is agreed increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to and stipulated Lender by the Borrowers and the Lenders in accordance with Requirements of Lawreason thereof shall be payable upon demand.
Appears in 1 contract
Samples: Loan Agreement (Pet Quarters Inc)
Maximum Interest Rate. If At no time shall any Applicable Interest Rate or Default Rate under this Agreement or any Note, or otherwise in respect of any Loan or any Indebtedness hereunder, exceed the Interest Maximum Legal Rate, absent giving due consideration to the limitation set forth in execution of this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum RateAgreement and each Note. In the event that, upon payment that any interest is charged or otherwise received by Bank in full excess of the ObligationsMaximum Legal Rate, Borrower hereby acknowledges and agrees that any such excess interest shall be the result of an accidental and bona fide error, and any such excess shall be deemed to have been payments of principal, and not of interest, and shall be applied, first, to reduce the principal Indebtedness then outstanding, second, any remaining excess, if any, shall be applied to reduce any other Indebtedness, and third, any remaining excess, if any, shall be returned to Borrower. Notwithstanding the foregoing or anything to the contrary contained in this Agreement or any other Loan Document, but subject to all limitations contained in this paragraph, if at anytime any Applicable Interest Rate or Default Rate or other rate of interest applicable to any portion of the Indebtedness is computed on the basis of the Maximum Legal Rate, any subsequent reduction in the Applicable Interest Rate, Default Rate or such other rate of interest shall not reduce such interest rate thereafter payable below the Maximum Legal Rate until the aggregate amount of interest accrued equals the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, that would have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations computed solely on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions basis of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Applicable Interest Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, Default Rate or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under rate. This paragraph shall control all agreements between the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, Borrower and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawBank.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Loan Party or BorrowerLoan Parties (as appropriate). The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsLoan Parties, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.,
Appears in 1 contract
Samples: Credit Agreement (Dynamex Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.32.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.32.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each The Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law2.
Appears in 1 contract
Samples: Credit Agreement (Egl Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser Regardless of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever never be entitled to charge, receive, take, reserve, collect, collect or apply as interest on the Debentures any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of interest calculated -------------------------------------------------------------------------------- 26 27 Loan Agreement (continued) -------------------------------------------------------------------------------- at the Maximum Rate Rate, and, in the event the Administrative Agent, any Letter of Credit Issuer, or that any Lender ever charges, receives, takes, reserves, collects, collects or applies as interest any such excess, the amount in respect of the Borrowers, or any of them, that otherwise would, together with all other which would be excessive interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and treated hereunder as such; and, if such the principal balance amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders Lender shall, to the maximum extent permitted under any Requirement of Lawapplicable law, (Ai) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest; (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement of Law. Subject to the foregoinglaws for contracting for, the Borrowers hereby agree that the actual effective rate charging, taking, reserving or receiving interest in excess of interest from time to time existing under calculated at the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. In no event shall the interest charged with respect to a Series 2006-2 Note exceed the maximum amount permitted by Applicable Law. If at any time the Interest Rateinterest rate charged with respect to the Series 2006-2 Notes exceeds the maximum rate permitted by Applicable Law, absent the limitation set forth rate of interest to accrue pursuant to this Supplement and such Series 2006-2 Note shall be limited to the maximum rate permitted by Applicable Law, but any subsequent reductions in this Section 3.3, would have exceeded the Maximum Rate, then CP Rate or the Interest Alternative Rate shall be not reduce the Maximum Rate, and, if in interest to accrue on such Series 2006-2 Note below the future, maximum amount permitted by Applicable Law until the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the total amount of interest paid hereunder accrued on such Series 2006-2 Note equals the amount of interest which that would have accrued if a varying rate per annum equal to the interest rate had at all times been paid if the same had not been limited by the Maximum Ratein effect. In the event that, upon payment in full of the Obligations, If the total amount of interest paid or accrued on the Series 2006-2 Note under the terms of this Agreement foregoing provisions is less than the total amount of interest which would, but for this Section 3.3, that would have been paid or accrued if the Interest Rate otherwise set forth in this Agreement interest rate had at all times been in effect, then the Borrowers shall, Issuer agrees to pay to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, Series 2006-2 Noteholders an amount equal to the excess of difference between (a) the lesser of (i) the amount of interest which that would have been paid or accrued if the Maximum Rate had, maximum rate permitted by Applicable Law had at all times, times been in effect effect, or (ii) the amount of interest which that would have been paid or accrued had if the interest rate otherwise set forth in this Agreement, had at all times, times been in effect over effect, and (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documentsother provisions of this Supplement. Section 204. Principal Payments on the Series 2006-2 Notes; Scheduled Amortization of Series 2006-2 Notes.
(a) The principal balance of each Series 2006-2 Note shall be payable on each Payment Date from amounts on deposit in the Series 2006-2 Series Account in an amount equal to (i) prior to a Conversion Event, which may the Supplemental Principal Payment Amount (if any), (ii) after the occurrence of a Conversion Event and for so long as no Early Amortization Event is continuing, the Minimum Principal Payment Amount, the Scheduled Principal Payment Amount, and the Supplemental Principal Payment Amount (if any) for such Payment Date to the extent that funds are available for such purpose in accordance with the provisions of Part (I) of Section 302 hereof, (iii) if an Early Amortization Event, but not an Event of Default has occurred and is continuing, the Minimum Principal Payment Amount, the Scheduled Principal Payment Amount, and the then Aggregate Series 2006-2 Note Principal Balance shall be deemed payable in full to the extent that funds are available for such purposes in accordance with the provisions of Part (II) of Section 302 hereof, or (iv) if an Event of Default is then continuing, the Minimum Principal Payment Amount, the Scheduled Principal Payment Amount and the then Aggregate Series 2006-2 Note Principal Balance shall be payable in full to the extent that funds are available for such purposes in accordance with the provisions of Part (III) of Section 302 hereof. The unpaid principal amount of each Series 2006-2 Note together with all unpaid interest under any Requirement and fees (including VFN Fees, Step-Up Fees and all Default Fees), indemnification, expenses, costs and other amounts payable by the Issuer to the Series 2006-2 Noteholders, the Indenture Trustee and the Series Enhancer pursuant to the terms of Lawthe Indenture and this Supplement, shall be deemed due and payable in full on the earlier to be a rate occur of (x) the date on which is agreed to and stipulated by the Borrowers an Event of Default shall occur and the Lenders Series 2006-2 Notes have been accelerated in accordance with Requirements Section 802 of Lawthe Indenture and (y) the Series 2006-2 Legal Final Maturity Date.
(b) The Aggregate Series 2006-2 Note Principal Balance shall be required to be prepaid at the time and in the amounts set forth in Section 702(a) of the Indenture.
(c) The Issuer may, on any Payment Date and upon not less than three (3) Business Days’ prior notice (which notice shall be irrevocable once given) to the Indenture Trustee, Series Enhancer, and each Deal Agent, voluntarily prepay, in whole or in part, the Aggregate Series 2006-2 Note Principal Balance in accordance with the terms of this Supplement and the Indenture, by making a wire transfer to the Series 2006-2 Noteholders; provided, however, that (i) any partial prepayment shall be in a minimum amount of at least Five Hundred Thousand Dollars ($500,000), and (ii) the Issuer may not make such Prepayment from funds in the Trust Account, Manager Transition Account, Restricted Cash Account, Manager Collection Account or the Series 2006-2 Series Account, except to the extent that funds in any such account would otherwise be payable to the Issuer in accordance with the terms of this Supplement.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document (the "Contract Rate") shall at any time exceed the Maximum Rate. If at any time the Interest Contract Rate for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over .
(b) No provision of any Loan Document shall require the amount payment or the collection of interest actually paid or accrued under this Agreementin excess of the Maximum Rate. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate If any excess of interest that can legally be contracted in such respect is hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower (if any) shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative AgentLender ever receives, any Letter of Credit Issuercollects, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply applies as interest any such sum, such amount which, together with all other interest under the Loan Documents which would result in a rate of interest under the Loan Documents be in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that interest for the entire term does not exceed the Maximum Rate.
(c) The provisions of Chapter 346 of the Texas Finance Code are specifically declared by the parties hereto not to be applicable to any Loan Document shall be construed Documents or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawtransactions contemplated thereby.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this SECTION shall govern and prevail and neither the Loan Documents)Borrowers nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrowers shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to Parent. In determining whether or not the applicable Borrowers interest paid or Borrower. The Borrowerspayable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrowers and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such obligation equals the aggregate amount of interest which would have been paid accrued on such obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such obligation had at all times been in effect. As used herein, then the Borrowers term “Maximum Rate” means, at any time with respect to any Lender, the maximum rate of nonusurious interest under applicable law that such Lender may contract for, charge, reserve, or receive. The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges contracted for, charged, reserved, or received in connection with the Loan Documents that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate. For purposes of determining the Maximum Rate under Texas law, the applicable rate ceiling shall be the weekly rate ceiling described in, and computed in accordance with, Chapter 303 of the Texas Finance Code.
(b) No provision of any Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess interest is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of AMENDED AND RESTATED CREDIT AGREEMENT, Page 61 such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, or collects, interest in excess of the maximum lawful amount of interest, such amount which is or would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal of the obligations outstanding hereunder, and, if the principal of the obligations outstanding hereunder has been paid in full or would be paid in full by all or part of such application, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest contracted for, charged, reserved or received exceeds the Maximum Rate, Borrower and each Lender shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing in any Loan Document shall , and (c) amortize, prorate, allocate, and spread the total amount of interest contracted for, charged, reserved and received throughout the entire contemplated term of the obligations outstanding hereunder so that interest for the entire term does not exceed the Maximum Rate.
(c) The provisions of Chapter 346 of the Finance Code of Texas are specifically declared by the parties hereto not to be construed applicable to this Agreement or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawtransactions contemplated hereby.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, IPSO FACTO and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this SECTION 13.12(B) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Borrower or Borrowerother appropriate Loan Party. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (A) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (B) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (C) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; PROVIDED THAT, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower or other appropriate Loan Party the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-non - principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser Regardless of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender Lenders shall ever never be entitled to charge, receive, take, reserve, collect, collect or apply as interest on the Debentures any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of interest calculated at the Maximum Rate Rate, and, in the event the Administrative Agent, any Letter of Credit Issuer, or that any Lender ever charges, receives, takes, reserves, collects, collects or applies as interest any such excess, the amount in respect of the Borrowers, or any of them, that otherwise would, together with all other which would be excessive interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and treated hereunder as such; and, if such the principal balance amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders shall, to the maximum extent permitted under any Requirement of Lawapplicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, pro rate, allocate and spread, in equal parts, the total -------------------------------------------------------------------------------- Agreement (Continued) -------------------------------------------------------------------------------- amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, the Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, the Lenders shall not be subject to any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement of Law. Subject to the foregoinglaws for contracting for, the Borrowers hereby agree that the actual effective rate charging, taking, reserving or receiving interest in excess of interest from time to time existing under calculated at the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the “Contract Rate”) for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the Loan Documents)sureties, in no contingency guarantors, successors, or event whatsoever assigns of Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser Regardless of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever never be entitled to charge, receive, take, reserve, collect, collect or apply as interest on the Debentures any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of interest calculated at the Maximum Rate Rate, and, in the event the Administrative Agent, any Letter of Credit Issuer, or that any Lender ever charges, receives, takes, reserves, collects, collects or applies as interest any such excess, the amount in respect of the Borrowers, or any of them, that otherwise would, together with all other which would be excessive interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and treated hereunder as such; and, if such the principal balance amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Agents, the Letter of Credit Issuers, -------------------------------------------------------------------------------- 35 36 Agreement (continued) -------------------------------------------------------------------------------- Borrower and the Lenders Lender shall, to the maximum extent permitted under any Requirement of Lawapplicable law, (Ai) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest; (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement of Law. Subject to the foregoinglaws for contracting for, the Borrowers hereby agree that the actual effective rate charging, taking, reserving or receiving interest in excess of interest from time to time existing under calculated at the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over .
(b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of Document, the Loan Documents), in no contingency interest and fees paid or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) agreed to be paid under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall not exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the If Administrative Agent, any Letter of Credit Issuer, Agent or any Lender by the Borrowers, shall receive interest or any of them, a fee in an amount or at a rate which would exceed that exceeds the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, excessive interest or such Lender, as fee shall be applied to the case may be, shall automatically apply such excess to any unpaid amount principal of the outstanding Obligations other than interestor, in inverse order of maturityif it exceeds the unpaid principal, refunded to Borrower. In determining whether the interest or if the amount of such excess exceeds said unpaid amounta fee contracted for, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reservedcharged, or received by the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any a Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of exceeds the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shallPerson may, to the maximum extent permitted under any Requirement of by applicable Law, (Aa) characterize any non-payment that is not principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by contemplated term of the Borrowers or charged or received by so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate for any Obligation (the "Contract Rate") shall exceed the Maximum Rate, absent ------------- thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and Lender shall not charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate hadsuch interest, at all timescharge, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreementfee, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, expense or other compensation which constitutes interest under any Requirement obligation that would be payable in the absence of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A11.12(b) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.or
Appears in 1 contract
Samples: Credit Agreement (Earthwatch Inc)
Maximum Interest Rate. If In no event shall any interest rate provided for hereunder or under any of the Interest DIP Financing Documents exceed the maximum rate legally chargeable by any Lender under applicable law for such Lender with respect to loans of the type provided for hereunder (the "Maximum Rate"). If, in any month, any interest rate, absent the limitation set forth in this Section 3.3such limitation, would have exceeded the Maximum Rate, then the Interest Rate interest rate for that month shall be the Maximum Rate, and, if in the futurefuture months, the Interest Rate that interest rate would otherwise be less than the Maximum Rate, then the Interest Rate that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.32.3, have been paid or accrued if the Interest Rate interest rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares If a court of competent jurisdiction determines that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or Agent and/or any Lender by the Borrowers, has received interest and other charges hereunder or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in under any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan DIP Financing Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount excess shall be deemed received on account of, and shall automatically be deemed applied to be applied in reduction of the unpaid principal balance of reduce, the Obligations andother than interest, in the inverse order of maturity, and if there are no Obligations outstanding, the Administrative Agent and/or such principal balance is paid in full, any remaining excess Lender shall forthwith be paid refund to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawsuch excess.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Westpoint Stevens Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any the Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such the Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit IssuersIssuer, and the Lenders shall, to the maximum extent permitted under any Requirement of LawLaw and the Loan Documents, (A) characterize any non-non principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-third party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit IssuersIssuer, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.
Appears in 1 contract
Samples: Loan and Security Agreement (EveryWare Global, Inc.)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser Regardless of (i) the amount any provision of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant heretoDocument, none of the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender shall ever be entitled to contract for, charge, receive, take, reserve, collect, or apply as interest on any Liability, any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate andmaximum rate imposed by applicable law. Any payment which is made which, if treated as interest on a Liability would result in such interest's exceeding such maximum rate shall be held, to the extent of such excess, as additional collateral for the Liabilities as if such excess were "Collateral."
(b) (Applicable in Canada) Notwithstanding any other provision of this Agreement or any other Loan Document, the CAN Borrower shall not be obliged to make any payments of interest or other amounts payable to the Agent or the Lenders hereunder or under any other Loan Document in an amount or rate which would be prohibited by law or would result in the receipt by the Agent or the Lenders of interest at a criminal rate (as the terms "interest" and "criminal rate" are defined under the CRIMINAL CODE (Canada)) or which would contravene any local usury laws which may be applicable to the CAN Debt under or in connection with this Agreement. Any payment which is made which, if treated as interest would result in such interest's exceeding such maximum rate shall be held, to the extent of such excess, as additional Collateral. If the making of more than one payment would, in the event aggregate, have such result, the Administrative AgentAgent shall, any Letter of Credit Issuerin its reasonable discretion, determine the payment or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect payments that are to be so held. For the purposes of the BorrowersINTEREST ACT (Canada), or any whenever interest payable pursuant to this Agreement is calculated on the basis of them, that otherwise would, together with all a period other interest under the Loan Documents, be in excess of the Maximum Ratethan a calendar year, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time determined pursuant to time existing under the Loan Documentssuch calculation, including all amounts agreed to expressed as an annual rate, is such rate, as so determined, multiplied by the Borrowers or charged or received actual number of days in the calendar year in which the same is to be ascertained and divided by the Administrative Agent, the Letter number of Credit Issuers, or the Lenders pursuant to and days in accordance with the Loan Documents, which may be deemed to be such period of other than a calendar year. All interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated payable by the Borrowers CAN Borrower hereunder will be calculated using the nominal rate method of calculation and not the Lenders in accordance with Requirements effective rate method of Lawcalculation or any other basis that gives effect to the principle of deemed reinvestment of interest.
Appears in 1 contract
Samples: Loan and Security Agreement (Sunglass Hut International Inc)
Maximum Interest Rate. If Anything in this Agreement or the Interest Notes to the contrary notwithstanding, the Borrowers shall never be required to pay unearned interest on the Notes and shall never be required to pay interest on such Notes at a rate in excess of the Maximum Lawful Rate, absent and if the effective rate of interest which would otherwise be payable under this Agreement and such Notes shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable under this Agreement and such Notes to a rate in excess of the Maximum Lawful Rate, then (a) the amount of interest which would otherwise be payable under this Agreement and such Notes shall be reduced to the Maximum Lawful Rate, and (b) any unearned interest paid by the Borrowers or any interest paid by the Borrowers in excess of the Maximum Lawful Rate shall, at the option of the older of such Notes, be either refunded to the Borrowers or credited on the principal of such Notes. It is further agreed that, without limitation set forth of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Lender under the Notes, or under this Agreement, that are made for the purpose of determining whether such rate exceeds the Maximum Lawful Rate shall be made, to the extent permitted by the applicable law (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the period of the full stated term of the Loan evidenced by the Notes all interest at any time contracted for, charged or received by the Lender in connection therewith. If at any time and from time to time (i) the amount of interest payable to the Lender on any date shall be limited to the Maximum Lawful Rate pursuant to this Section 3.3, 3.03 and (ii) in respect of any subsequent interest computation period the amount of any interest otherwise payable to the Lender would have exceeded be less than the amount of interest payable to the Lender computed at the Maximum Lawful Rate, then the Interest Rate shall be amount of interest payable to the Lender computed at the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Lawful Rate, then the Interest Rate amount of interest payable to the Lender in respect of such subsequent interest computation period shall remain continue to be computed at the Maximum Lawful Rate until such time as the total amount of interest paid hereunder equals payable to the Lender shall equal the total amount of interest which would have been paid payable to the Lender if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have has been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, computed without giving effect to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of clause (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law3.03.
Appears in 1 contract
Samples: Loan Agreement (Dakota Mining Corp)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall It is expressly stipulated and agreed to be the Maximum Rateintent of Borrower and Lender at all times to comply with the applicable Colorado law governing the maximum rate of interest payable on the indebtedness evidenced by the Notes and the Loan Agreement (or applicable United States federal law to the extent that it permits Lender to contract for, andcharge, if in the futuretake, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the reserve or receive a greater amount of interest paid hereunder equals than under Colorado law). If the applicable law is ever judicially interpreted so as to render usurious any amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, taken, reserved or received under or in connection with pursuant to the Notes, the Loan Documents. Notwithstanding anything Agreement, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the contrary contained in any Loan Document (even if any such provision expressly declares transaction or transactions that it controls all other provisions of are the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or in any other related documents executed pursuant hereto, none received by reason of Lender’s exercise of the Administrative Agent, any Letter option to accelerate the maturity of Credit Issuerthe Notes, or (iii) Borrower will have paid or Lender will have received by reason of any Lender shall ever be entitled to chargevoluntary prepayment by Borrower of the Notes, receive, take, reserve, collect, or apply as interest any amount which, together with then it is Borrower’s and Lender’s express intent that all other interest under the Loan Documents would result in a rate of interest under the Loan Documents amounts charged in excess of the Maximum Lawful Rate and(as hereinafter defined) shall be automatically canceled, in the event the Administrative Agentab initio, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with and all other interest under the Loan Documents, be amounts in excess of the Maximum Rate, such amount Lawful Rate theretofore collected by Lender shall automatically be deemed to be applied in reduction of credited on the unpaid principal balance of the Obligations andNotes (or, if such principal balance is the Notes has been or would thereby be paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers), and the Lenders provisions of the Notes, the Loan Agreement, and other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity for the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Notes have been paid in full before the end of the stated term of the Notes, then Borrower and Lender agree that Lender shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, with reasonable promptness after Lender discovers or reimbursement for a third-party expense rather than as is advised by Borrower that interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing was received in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.an amount in
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document the Notes or this Agreement, the Borrowers shall not be obligated to pay, and Lenders shall not be entitled to charge, collect, receive, reserve, or take interest (even if any such provision expressly declares it being understood that it controls interest shall be calculated as the aggregate of all other provisions charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) in excess of the Loan Documents)maximum rate permitted by law. During any period of time in which the interest rates specified herein exceed the maximum rate permitted by law, in no contingency interest shall accrue and be payable at such maximum rate; provided that if the interest rate declines below the maximum rate permitted by law, interest shall continue to accrue and be payable at the maximum rate permitted by law (so long as there remains any unpaid principal) until the interest that has been paid under this Agreement or event whatsoever shall the Notes equals the amount of interest (including that would have been paid if interest had at all times accrued and been payable at the aggregate applicable interest rates specified in this Agreement. If from any circumstances whatsoever, fulfillment of all charges, fees, benefitsany provision of the Notes, or this Agreement or of any other compensation which constitutes document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by law for the collection or charging of interest, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances Lenders shall ever receive anything of value as interest under any Requirement of Law) or deemed interest by applicable law under the Loan Documents paid by any BorrowerNotes, received by the Administrative Agentthis Agreement, any Letter of the other Credit Issuer, Documents or any Lenderother document pertaining hereto, agreed to be paid by any Borrower, thereto or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in otherwise an amount or at a rate which that would exceed the Maximum Rate, the Administrative Agentmaximum rate permitted by law, such Letter of Credit Issuer, or such Lender, as amount that would be excessive interest shall be applied to the case may be, shall automatically apply such excess to any unpaid amount reduction of the Obligations principal amount owing under the Notes or on account of any other than indebtedness of the Borrowers to Lenders, and not to the payment of interest, in inverse order of maturity, or if such excessive interest exceeds the amount unpaid balance of principal of such excess exceeds said unpaid amountindebtedness, such excess shall be paid refunded to the paying Borrowers Borrowers. In determining whether or Borrower, as applicable. All not the interest paid, paid or agreed payable with respect to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect indebtedness of the Obligations throughout Borrowers to Lenders, under any specified contingency, exceeds the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a maximum rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowerspermitted by law, the Agents, the Letter of Credit Issuers, Borrowers and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate , (c) amortize, prorate, allocate and spread the Borrowerstotal amount of interest throughout the actual term of such indebtedness such that it does not exceed the maximum amount permitted by applicable law, or any and/or (d) allocate interest between portions of themsuch indebtedness, to pay any interest, fees, costs, or charges the end that no such portion shall bear interest at a rate greater than is that permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawapplicable law.
Appears in 1 contract
Samples: Credit Agreement (Northland Holdings Management Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and no Bank shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate hadabsence of this Section 11.12(b), at all times, been in effect or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on Agreement or the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting foregoing, any Bank ever contracts for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders Banks shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in equivalent unequal parts the total amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of the Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received by a Bank for the actual period of existence thereof exceeds the Maximum Rate, then such Bank shall refund to the Borrower the amount of such excess and, in such event, the Banks shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of the Maximum Rate.
(c) The provisions of Chapter 346 of the Finance Code of Texas are specifically declared by the parties hereto not to be applicable to any Loan Document shall be construed Documents or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawtransactions contemplated thereby.
Appears in 1 contract
Samples: Loan Agreement (Uici)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Samples: Credit Agreement (First Investors Financial Services Group Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals payable on this Note for any period in accordance with the terms hereof or the Credit Agreement exceeds the amount of interest which that would be payable on this Note for such period had interest for such period been calculated at the Maximum Interest Rate, then interest for such period shall be payable in an amount calculated at the Maximum Interest Rate for such period. Any interest that would have been due and payable for any period but for the operation of the immediately preceding paragraph shall accrue and be payable on this Note as provided in this paragraph and shall, less interest actually paid if to the same had Registered Owner, as applicable, for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date with respect to this Note then the principal amount of this Note shall bear interest at the Maximum Interest Rate, until payment to the Registered Owner, of the entire Excess Interest Amount. The Authority shall treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority shall not be affected by any notice to the contrary. THE REGISTERED OWNER OF THIS NOTE WILL PURCHASE THE PRINCIPAL AMOUNT OF THIS NOTE IN INSTALLMENTS BY MAKING ADVANCES IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT. ACCORDINGLY, THE PRINCIPAL AMOUNT OF THIS NOTE WHICH HAS BEEN PURCHASED AND IS OUTSTANDING AT ANY GIVEN TIME MAY BE LESS THAN THE COMMITMENT IN EFFECT AT SUCH TIME. THE REGISTERED OWNER OF THIS NOTE MAY MAKE A NOTATION ON THIS NOTE ON THE SCHEDULE ATTACHED HERETO AS TO THE DATE AND THE AMOUNT OF EACH ADVANCE AND AS TO EACH PAYMENT OF PRINCIPAL OF THIS NOTE, BUT THE FAILURE TO MAKE A NOTATION SHALL NOT RELIEVE THE AUTHORITY OF ITS OBLIGATIONS TO PAY THE OUTSTANDING PRINCIPAL OF THIS NOTE, TOGETHER WITH INTEREST HEREON, AS PROVIDED HEREIN AND IN THE CREDIT AGREEMENT. PAYMENTS OF THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THIS NOTE MAY BE MADE DIRECTLY TO THE REGISTERED OWNER HEREOF Fourth Amendment To Credit Agreement T-28582.003.004 / 2029024.doc 4860-5893-6415.5 WITHOUT NOTATION HEREON. IT CANNOT BE DETERMINED FROM THE FACE OF THIS NOTE WHETHER ALL OR ANY PART OF SUCH PAYMENTS HAVE BEEN PAID. It is hereby certified and recited that any and all acts, conditions and things required to exist, to have happened and to have been limited performed precedent to and in the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by the Maximum Rate. In the event that, upon payment in full provisions of the Obligations, Act and by the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account Constitution and laws of the LendersState of California, an amount equal to the excess of (a) the lesser of (i) and that the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount whichNote, together with all other interest under indebtedness of the Loan Documents would result in a rate Authority, does not exceed any limit prescribed by the Act or the Constitution and laws of interest under the Loan Documents State of California, and is not in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter amount of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest Notes permitted to be issued under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawAgreement.
Appears in 1 contract
Samples: Credit Agreement
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser Regardless of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever never be entitled to charge, receive, take, reserve, collect, collect or apply as interest on the Debentures any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of interest calculated at the Maximum Rate Rate, and, in the event the Administrative Agent, any Letter of Credit Issuer, or any that Lender ever charges, receives, takes, reserves, collects, collects or applies as interest any such excess, the amount in respect of the Borrowers, or any of them, that otherwise would, together with all other which would be excessive interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and treated hereunder as such; and, if such the principal balance amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders Lender shall, to the maximum extent permitted under any Requirement of Lawapplicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted Agreement -------------------------------------------------------------------------------- penalties provided by any Requirement of Law. Subject to the foregoinglaws for contracting for, the Borrowers hereby agree that the actual effective rate charging, taking, reserving or receiving interest in excess of interest from time to time existing under calculated at the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Samples: Convertible Loan Agreement (Cover All Technologies Inc)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the “Contract Rate”) for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither any Obligated Party nor the Loan Documents)sureties, in no contingency guarantors, successors, or event whatsoever assigns of any Obligated Party shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Obligated Parties and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document this Agreement, Borrower shall not be obligated to pay, and Lenders shall not be entitled to charge, collect, receive, reserve, or take, interest (even if any such provision expressly declares it being understood that it controls "interest" shall be calculated as the aggregate of all other provisions charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) in excess of the Loan Documents)Highest Lawful Rate. During any period of time in which the interest rates specified herein exceed the Highest Lawful Rate, in no contingency or event whatsoever interest shall accrue and be payable at such maximum rate; provided that, if the interest rates decline below the Highest Lawful Rate, interest shall continue to accrue and be payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to the Advances) until the interest that has been paid equals the amount of interest that would have been paid if interest had at all times accrued and been payable at the applicable interest rates specified in this Agreement.
(including the aggregate b) If, for any reason, Lenders receive anything of all charges, fees, benefits, value as interest or other compensation which constitutes anything deemed interest by applicable law under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, Agreement or any of them, the other Loan Documents or otherwise that results in Lenders receiving interest in an amount or at a rate which would exceed in excess of the Maximum Highest Lawful Rate, the Administrative Agent, such Letter amount of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess shall be applied to any unpaid amount the reduction of the Obligations principal amount owing hereunder or on account of any other than Indebtedness of Borrower owing to Lenders, and not to the payment of interest, in inverse order of maturity, or if . If the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of all Indebtedness of Borrower owing to Lenders, such amount shall be refunded to Borrower.
(c) In determining whether or not the Obligations andinterest paid or payable with respect to any Indebtedness of Borrower owing to Lenders exceeds the Highest Lawful Rate, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, Borrower and the Lenders shall, to the maximum extent permitted under any Requirement of Law, by applicable law: (A) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest; (B) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing in any Loan Document shall be construed ; (C) amortize, prorate, allocate, and spread the total amount of interest throughout the actual term of such Indebtedness so that it does not exceed the maximum amount permitted by applicable law; or (D) allocate interest between portions of such Indebtedness so operate as to require or obligate the Borrowers, or any of themthat, to pay any interestthe greatest extent possible, fees, costs, or charges no such portion shall bear interest at a rate greater than is permitted by any Requirement the Highest Lawful Rate.
(d) For purposes of Law. Subject this Section 2.13, the term "applicable law" means the internal laws of the State of New York, provided that, to the foregoingextent, contrary to the Borrowers hereby agree express intent of the parties, New York law is found to be inapplicable to this Agreement, then "applicable law" also means that the actual effective rate of interest law in effect from time to time existing under and applicable to this loan transaction which lawfully permits the Loan Documentscharging and collection of the highest permissible, including all amounts agreed lawful, non-usurious rate of interest on such loan transaction and this Agreement, and, to by the Borrowers or charged or received by extent controlling, laws of the Administrative Agent, the Letter United States of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawAmerica.
Appears in 1 contract
Samples: Borrowing Base Revolving Line of Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Maximum Interest Rate. If (a) Notwithstanding the Interest Rateprovisions of Section 3.1 regarding the rates of interest applicable to the Loans, absent if at any time the limitation set forth amount of such interest computed on the basis of the Reference Rate or the LIBOR Rate would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time, after taking into account, to the extent required by applicable law, any and all fees, payments, charges and calculations provided for in this Section 3.3Agreement or in any other Loan Document (the "Maximum Rate"), would have exceeded the interest payable under this Agreement shall be computed upon the basis of the Maximum Rate, then but any subsequent reduction in the Interest Reference Rate or in the LIBOR Rate shall be not reduce such interest thereafter payable hereunder below the Maximum Rate, and, if in amount computed on the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at basis of the Maximum Rate until such time as the aggregate amount of such interest paid hereunder accrued and payable under this Agreement equals the total amount of interest which would have been paid accrued if the same such interest had not been limited by the Maximum Rate. In the event that.
(b) No agreements, upon payment in full of the Obligationsconditions, the total amount of interest paid provisions or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth stipulations contained in this Agreement had at all times been in effector any other instrument, then document or agreement between the Borrowers shall, to Borrower and the extent permitted by applicable law, pay the Administrative Agent, for the account Lender or default of the LendersBorrower, an amount equal to or the excess exercise by the Lender of any right (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law including in respect of limitations on the amount acceleration of payment of principal or rate of interest that can legally be contracted for, charged, or received interest) under or in connection with this Agreement or any other Loan Document, or the Loan Documents. Notwithstanding anything arising of any contingency whatsoever, shall entitle the Lender to the contrary contained collect, in any Loan Document (even if any such provision expressly declares that it controls all other provisions of event, interest exceeding the Loan Documents), Maximum Rate and in no contingency or event whatsoever shall the amount of Borrower be obligated to pay interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the exceeding such Maximum Rate, and all provisions agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel the Borrower to pay a rate of interest exceeding the Maximum Rate, shall be without binding force or effect, at law or in equity, to the extent only of the Loan Documents in respect excess of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3interest over such Maximum Rate. In the event any such interest is paid charged in excess of the Maximum Rate ("Excess"), the Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the other Obligations; and third, returned to the Administrative AgentBorrower, it being the intention of the parties hereto not to enter at any Letter of Credit Issuertime into a usurious or otherwise illegal relationship. The Borrower recognizes that, considering, among other things, fluctuations in the Reference Rate, the LIBOR Rate or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, such an unintentional result could inadvertently occur. The Borrower covenants that (i) the Administrative Agentcredit or return of any Excess shall constitute the acceptance by the Borrower of such Excess, such Letter of Credit Issuerand (ii) the Borrower shall not seek or pursue any other remedy, legal or such equitable, against the Lender, as based in whole or in part upon the case may be, shall automatically apply such charging or receiving of any interest in excess to any unpaid amount of the Obligations other than interestmaximum authorized by applicable law. For the purpose of determining whether or not any Excess has been contracted for, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, charged or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, all interest at any time contracted for, charged or received by the Lender in connection with this Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, this Section 3.3 shall be deemed to be incorporated into every document or communication relating to the Obligations which sets forth or prescribes any account, right or claim or alleged account, right or claim of the Lender with respect to the Borrower (or any other obligor in respect of Obligations), whether or not any provision of this Section 3.3 is referred to therein. All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of the Borrower (or other obligor) asserted by the Lender thereunder, be automatically recomputed by the Borrower or other obligor, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.3.
(d) If applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement or any other Loan Document than is presently allowed by applicable state or federal law, then the limitation of interest under this Section 3.3 shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to the Lender by reason thereof shall be payable upon demand.
Section 7.1 (d) of the Loan and Security Agreement is hereby amended by deleting the first sentence thereof and substituting therefor the following new sentence: Notwithstanding the foregoing, but subject to the next sentence, nothing contained herein shall be deemed to constitute the grant of security interest in favor of the Lender (x) with respect to the Borrower's interest in any license pursuant to which the Borrower is a licensee or in any lease pursuant to which the Borrower is a lessee or any agreement pursuant to which the Borrower markets the product of any Person which is agreed not an Account Debtor or (y) with respect to the Borrower's ownership interest in Adeza Biomedical Corporation, a Delaware corporation.
2.10. Section 7.9(a) of the Loan and Security Agreement is hereby amended by adding the following new sentence to the end thereof: The Borrower hereby represents and warrants to the Lender that Account Debtor Notices, signed by the Borrower, have been delivered to all of the Account Debtors, including the Specified Account Debtors (but excluding any Government Account Debtors or Self-Pay Account Debtors).
2.11. Section 9.29 of the Loan and Security Agreement is hereby amended by adding the following new sentence to the end thereof: On the basis of a comprehensive review and assessment undertaken by the Borrower of the Borrower's computer applications and inquiry made of the Borrower's material suppliers, vendors and customers, the Borrower reasonably believes that the "Year 2000 problem" (that is, the risk that computer applications used by any Person may be unable to recognize and perform properly date- sensitive functions involving certain dates prior to and stipulated by the Borrowers and the Lenders any date after December 31, 1999) shall not result in accordance with Requirements of Lawa Material Adverse Effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Matria Healthcare Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest [ ] which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Borrowers. In determining whether the interest paid or Borrower. The payable, under any specific contingency, exceeds the Maximum Rate, the Borrowers, the Agents, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate of interest from time Lenders, as appropriate, shall refund to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the amount of such excess and, in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
Appears in 1 contract
Maximum Interest Rate. If (1) In the Interest Rateevent that any provision of this Agreement would oblige a Borrower to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by applicable law, absent regulation, order, rule or direction (a “Usury Restraint”) which prohibits or restricts the limitation charging, receipt or retention of interest or other amounts at the rates and amounts set forth herein (the “Stated Rate”) in this Section 3.3excess (the “Excess”) of the maximum rates or amount (the “Maximum Rate”) stipulated in the Usury Restraint, would then notwithstanding such provision, such amount or rate shall be deemed to have exceeded been adjusted nunc pro tunc to the Maximum Rate, then the Interest Rate shall such adjustment to be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shalleffected, to the extent permitted by applicable lawnecessary, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of as follows:
(a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate hadfirstly, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on by reducing the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed required to be paid under Section 5.01 of this Agreement; and
(b) thereafter, by reducing any Borrowerfees, or requested or demanded to be paid by commissions, premiums and other amounts which would constitute interest for the Administrative Agentpurposes of such Usury Restraint;
(2) If, any Letter of Credit Issuer, or any Lender, exceed notwithstanding the Maximum Rate, and all provisions of the Loan Documents in respect clause (a) of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In 1.06 and after giving effect to all adjustments contemplated thereby, the event any such interest is paid to Agents, the Administrative Agent, any Letter of Credit Issuer, or any Lender by the BorrowersLenders, or any of them, in shall have received an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, then such amount Excess shall automatically be deemed to be applied by the Administrative Agent (on behalf of the Lenders) rateably in accordance with the Lenders’ respective Commitments, to the reduction of the unpaid principal balance of the Obligations and, Outstanding Borrowings and not to the payment of interest or if such excessive interest exceeds such principal balance is paid in fullbalance, any remaining excess such Excess shall forthwith be paid refunded to the applicable Borrowers Borrowers; and
(3) Any amount or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from referred to in this Section shall be determined in accordance with generally accepted actuarial practices and principles at an effective annual rate of interest over the term of this Agreement on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in Usury Restraint) shall, if they relate to a specific period of time, be prorated over that period of time to time existing under and otherwise be prorated over the Loan Documentsterms of this Agreement and, including all amounts agreed to by in the Borrowers or charged or received event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent, Agent (on behalf of the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, Lenders) shall be deemed to be a rate which is agreed to and stipulated by conclusive for the Borrowers and the Lenders in accordance with Requirements purposes of Lawsuch determination.
Appears in 1 contract
Maximum Interest Rate. If In no event shall any interest rate provided for hereunder or under any of the Interest DIP Financing Documents exceed the maximum rate legally chargeable by any Lender under applicable law for such Lender with respect to loans of the type provided for hereunder (the "Maximum Rate"). If, in any month, any interest rate, absent the limitation set forth in this Section 3.3such limitation, would have exceeded the Maximum Rate, then the Interest Rate interest rate for that month shall be the Maximum Rate, and, if in the futurefuture months, the Interest Rate that interest rate would otherwise be less than the Maximum Rate, then the Interest Rate that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.32.3, have been paid or accrued if the Interest Rate interest rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares If a court of competent jurisdiction determines that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or Agent and/or any Lender by the Borrowers, has received interest and other charges hereunder or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in under any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan DIP Financing Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount excess shall be deemed received on account of, and shall automatically be deemed applied to be applied in reduction of the unpaid principal balance of reduce, the Obligations andother than interest, in the inverse order of maturity, and if there are no Obligations outstanding, Administrative Agent and/or such principal balance is paid in full, any remaining excess Lender shall forthwith be paid refund to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawsuch excess.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Loan Party or BorrowerLoan Parties (as appropriate). The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsLoan Parties, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to pay the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum CREDIT AGREEMENT - Page 102 Rate, the Administrative Agent and/or the Lenders, as appropriate, shall refund to the applicable Loan Party or Loan Parties (as appropriate) the amount of such excess and, in such event, the Administrative Agent and the Lenders shall not be subject to any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of Lawthe Maximum Rate. Subject In addition to the foregoing, the Borrowers hereby agree that the actual effective rate each of interest from time to time existing under the Loan Documents, including all amounts agreed Parties agrees that no provision of this Agreement or any other Loan Document shall have the effect of imposing on any Loan Party any obligation to pay interest (as such term is defined in Section 347 of the Criminal Code of Canada) at a rate in excess of the rate permitted by the Borrowers or charged or received by laws of Canada if and to the Administrative Agentextent (if any) that such laws are applicable, after taking into account all other amounts which must be taken into account for the Letter purpose of Credit Issuerssuch laws, or and the Lenders pursuant to and in accordance with obligations of the Loan Documents, which may be deemed Parties to be pay interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers this Agreement and the Lenders other Loan Documents is so limited.
(c) Each of the Loan Parties agrees that Chapter 346 (other than Section 346.004) of the Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in accordance with Requirements of Lawany manner apply to the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Dynamex Inc)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the Contract Rate) for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrowers nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrowers shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to Parent. In determining whether or not the applicable Borrowers interest paid or Borrower. The Borrowerspayable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrowers and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent ------------- thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Lender shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and ---- ----- all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when ---------------- added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Borrower or Borrowerother appropriate Loan Party. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit Issuersother Loan Parties, the Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and -------- ---- performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower or other appropriate Loan Party the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agentin such event, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
(c) Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas 1925, as amended, the Borrower and the other Loan Parties agree that such Chapter 15 (which 123 regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any manner apply to the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Mail Well Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms No provision of this Agreement is less than or of any other Loan Document shall require the total amount payment or the collection of interest which would, but for this Section 3.3, have been paid or accrued if in excess of the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent maximum permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section 10.13 shall govern and prevail and neither of the Loan Documents)Companies nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of any of the Companies shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative AgentTHIRD AMENDED AND RESTATED CREDIT AGREEMENT, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any PAGE 78 86 Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations indebtedness evidenced by the Notes; and, if such the principal balance is of the Notes has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers Borrowers. In determining whether or Borrower. The Borrowersnot the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrowers and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by the Notes so that interest for the entire term does not exceed the Maximum Rate. Nothing in any Loan Document shall be construed or so operate as to require or obligate Without limiting the Borrowers, or any generality of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, if and to the Borrowers extent necessary to ensure compliance with this Section 10.13, what would otherwise be the joint and several liability of a Borrower with respect to any Advances and any Notes shall instead be deemed to be the liability of such Borrower as a guarantor of payment of such Advances and not as a co-borrower of such Advances or as a co-maker of such Notes. In furtherance of the foregoing, each Borrower hereby agree that irrevocable and unconditionally guarantees to the actual effective rate Administrative Agent and the Lenders the punctual payment and performance of interest from time to time existing the obligations of each other Borrower under the Loan Documents, including all amounts agreed to by without limitations the Borrowers or charged or received by timely payment of the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawObligations.
Appears in 1 contract
Samples: Credit Agreement (Coho Energy Inc)
Maximum Interest Rate. If (a) Notwithstanding the Interest Rate, absent foregoing provisions of Sections 3.1 through 3.3 regarding the limitation set forth in this Section 3.3, would have exceeded rates of interest applicable to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, andLoans, if in at any time the future, amount of such interest computed on the basis of the Applicable Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as exceed the amount of such interest paid computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter, after taking into account, to the extent required by applicable law, any and all fees, payments, charges and calculations provided for in this Agreement or in any other agreement between any Borrower and Lender (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Reference Rate or the Eurodollar Rate shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been paid if at all times computed solely on the same had not been limited basis of the Applicable Interest Rate.
(b) No agreements, conditions, provisions or stipulations contained in this Agreement or any other instrument, document or agreement between any Borrower and the Lender or default of any Borrower, or the exercise by the Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Agreement or any other agreement between any Borrower and the Lender, or the arising of any contingency whatsoever, shall entitle the Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall any Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel such Borrower to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such Maximum Legal Rate. In the event any interest is charged in excess of the Maximum Legal Rate ("Excess"), each Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the Obligations; and third, returned to the Borrowers, it being the intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. Each Borrower recognizes that, upon payment with fluctuations in full of the ObligationsApplicable Interest Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur. By the total amount of interest paid or accrued under the terms execution of this Agreement is less than the total amount of interest which wouldAgreement, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of each Borrower covenants that (i) the amount credit or return of interest which would have been paid or accrued if any Excess shall constitute the Maximum Rate hadacceptance by such Borrower of such Excess, at all times, been in effect or and (ii) the amount of interest which would have been paid Borrower shall not seek or accrued had the interest rate otherwise set forth in this Agreementpursue any other remedy, at all timeslegal or equitable, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each against Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements based in whole or in part upon the charging or receiving of Law any interest in respect excess of limitations on the amount maximum authorized by applicable law. For the purpose of determining whether or rate of interest that can legally be not any Excess has been contracted for, charged, charged or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by all interest at any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting time contracted for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, charged or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, Lender in connection with this Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, Section 3.4 shall be deemed to be a rate incorporated into every document or communication relating to the Obligations which sets forth or prescribes any account, right or claim or alleged account, right or claim of the Lender with respect to the Borrowers (or any other obligor in respect of Obligations), whether or not any provision of Section 3.4 is agreed referred to therein. All such documents and stipulated communications and all figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of the Borrowers (or other obligor) asserted by the Borrowers Lender thereunder, be automatically recomputed by any Borrower or obligor, and by any court considering the Lenders same, to give effect to the adjustments or credits required by Section 3.4.
(d) If the applicable state or federal law is amended in accordance with Requirements the future to allow a greater rate of Lawinterest to be charged under this Agreement or any other Loan Documents than is presently allowed by applicable state or federal law, then the limitation of interest under Section 3.4 shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to the Lender by reason thereof shall be payable upon demand.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and the Bank shall never charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate hadabsence of this SECTION 11.12(b), at all times, been in effect or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on Agreement or the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting foregoing, any Bank ever contracts for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the AgentsMaximum Rate, the Letter of Credit Issuers, Borrowers and the Lenders Banks shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed or so operate as to require or obligate equivalent unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to pay the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Banks shall refund to the applicable Borrower the amount of such excess and, in such event, the Banks shall not be subject to any interest, fees, costs, or charges greater than is permitted penalties provided by any Requirement laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Samples: Credit Agreement (Nelnet Inc)
Maximum Interest Rate. If (a) Notwithstanding the Interest Rateprovisions of this Agreement regarding the rates of interest applicable to the Loans and other Obligations, absent if at any time the limitation set forth amount of such interest would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable law in effect from time to time, after taking into account, to the extent required by applicable law, any and all fees, payments, charges and calculations provided for in this Section 3.3Agreement or in any other Loan Document (the "Maximum ------- Rate"), would have exceeded the interest payable under this Agreement shall be computed upon the ---- basis of the Maximum Rate, then but any subsequent reduction in the Interest Reference Rate or in the LIBOR Rate shall be not reduce such interest thereafter payable hereunder below the Maximum Rate, and, if in amount computed on the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at basis of the Maximum Rate until such time as the aggregate amount of such interest paid hereunder accrued and payable under this Agreement equals the total amount of interest which would have been paid accrued if the same such interest had not been limited by the Maximum Rate. In the event that.
(b) No agreements, upon payment in full of the Obligationsconditions, the total amount of interest paid provisions or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth stipulations contained in this Agreement had at all times been in effector any other Loan Document or default of any Borrower Party, then or the Borrowers shall, to exercise by the extent permitted by applicable law, pay the Administrative Agent, for the account Lender of the Lenders, an amount equal to the excess of any right (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law including in respect of limitations on the amount acceleration of payment of principal or rate of interest that can legally be contracted for, charged, or received interest) under or in connection with this Agreement or any other Loan Document, or the Loan Documents. Notwithstanding anything arising of any contingency whatsoever, shall entitle the Lender to the contrary contained collect, in any Loan Document (even if any such provision expressly declares that it controls all other provisions of event, interest exceeding the Loan Documents), Maximum Rate and in no contingency or event whatsoever shall the amount of any Borrower Party be obligated to pay interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed exceeding the Maximum Rate, and all provisions agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Borrower Party to pay a rate of interest exceeding the Maximum Rate, shall be without binding force or effect, at law or in equity, to the extent only of the Loan Documents in respect excess of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3interest over such Maximum Rate. In the event any such interest is paid charged in excess of the Maximum Rate ("Excess ------ Interest"), each Borrower Party acknowledges and stipulates that any such charge --------- shall be the result of an accidental and bona fide error, and such Excess ---- ---- Interest shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the other Obligations then payable; and third, returned to the Administrative Agentapplicable Borrower Party, it being the intention of the parties hereto not to enter at any Letter of Credit Issuertime into a usurious or otherwise illegal relationship. Each Borrower Party recognizes that, considering, among other things, fluctuations in the Reference Rate, the LIBOR Rate or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, such an unintentional result could inadvertently occur. The Borrower Parties covenant that (i) the Administrative Agentcredit or return of any Excess Interest shall constitute the acceptance by the Borrower Parties of such Excess Interest, such Letter of Credit Issuerand (ii) the Borrower Parties shall not seek or pursue any other remedy, legal or such equitable, against the Lender, as based in whole or in part upon the case may be, shall automatically apply such charging or receiving of any interest in excess to any unpaid amount of the Obligations other than interestmaximum authorized by applicable law. For the purpose of determining whether or not any Excess Interest has been contracted for, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, charged or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, all interest at any time contracted for, charged or received by the Lender in connection with this Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, this Section 3.3 shall be deemed to be a rate ----------- incorporated into every document or communication relating to the Obligations which sets forth or prescribes any account, right or claim or alleged account, right or claim of the Lender with respect to any Borrower Party (or any other obligor in respect of Obligations), whether or not any provision of this Section ------- 3.3 is agreed referred to therein. All such documents and stipulated communications and all --- figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of any Borrower Party (or other obligor) asserted by the Borrowers Lender thereunder, be automatically recomputed by such Borrower Party or other obligor, and by any court considering the Lenders same, to give effect to the adjustments or credits required by this Section 3.3. -----------
(d) If applicable law is amended in accordance with Requirements the future to allow a greater rate of Lawinterest (after taking into account, to the extent required by law, any and all other fees, payments, charges and calculations provided for in this Agreement or in any other Loan Document) to be charged under this Agreement or any other Loan Document than is presently allowed by applicable law, then the limitation of interest under this Section 3.3 shall be increased to the maximum ----------- rate of interest allowed by applicable law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to the Lender by reason thereof, if any, shall be payable upon demand.
Appears in 1 contract
Samples: Loan and Security Agreement (Pediatric Services of America Inc)
Maximum Interest Rate. If (a) Notwithstanding the Interest Rate, absent foregoing provisions of Section 2.3 regarding the limitation set forth in this Section 3.3, would have exceeded rates of interest applicable to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, andLoan, if in at any time the future, amount of such interest computed on the basis of the Applicable Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as exceed the amount of such interest paid hereunder equals computed upon the amount basis of the maximum rate of interest which would have been paid if the same had not been limited permitted by the Maximum Rate. In the event thatapplicable state or federal law in effect from time to time hereafter, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shallafter taking into account, to the extent permitted required by applicable law, pay any and all fees, payments, charges and calculations provided for in this Agreement or in any other agreement between Borrower and Lender (the Administrative Agent"Maximum Legal Rate"), for the account interest payable under this Agreement shall be computed upon the basis of the LendersMaximum Legal Rate.
(b) No agreements, an amount equal conditions, provisions or stipulations contained in this Agreement or any other instrument, document or agreement between Borrower and Lender or default of Borrower, or the exercise by Lender of the right to accelerate the excess payment of (a) the lesser maturity of (i) principal and interest, or the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth exercise any option whatsoever contained in this Agreement, at or the arising of any contingency whatsoever, shall entitle Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all timesagreements, been conditions or stipulations, if any, which may in effect over (b) the amount of interest actually paid any event or accrued under this Agreement. Each Agentcontingency whatsoever operate to bind, each Lender, and each obligate or compel Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of the Maximum Legal Rate ("Excess"), Borrower acknowledges and stipulates that can legally any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the Obligations; and third, returned to Borrower, it being the intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. Borrower recognizes that, with fluctuations in the Applicable Interest Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur. By the execution of this Agreement, Borrower covenants that it shall not seek or pursue any other remedy, legal or equitable, against Lender, based in whole or in part upon the charging or receiving of any interest in excess of the maximum authorized by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged, charged or received under by Lender, all interest at any time contracted for, charged or received by Lender in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, this Section 2.4 shall be deemed to be incorporated into every document or communication relating to the Obligations which set forth or prescribe any account, right or claim or alleged account, right or claim of Lender with respect to Borrower (or any other obligor in respect of Obligations), whether or not any provision of Section 2.4 is referred to therein. All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of Borrower (or other obligor) asserted by Lender thereunder, be automatically recomputed by Borrower or other obligor, and by any court considering the same, to give effect to the adjustments or credits required by Section 2.4.
(d) If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement or any other Loan Documents than is presently allowed by applicable state or federal law, then the limitation of interest under this Section 2.4 shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which is agreed increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to and stipulated Lender by the Borrowers and the Lenders in accordance with Requirements of Lawreason thereof shall be payable upon demand.
Appears in 1 contract
Samples: Loan Agreement (Pet Quarters Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document this Agreement, Borrower shall not be obligated to pay, and Lenders shall not be entitled to charge, collect, receive, reserve, or take, interest (even if any such provision expressly declares it being understood that it controls “interest” shall be calculated as the aggregate of all other provisions charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) in excess of the Loan Documents)Highest Lawful Rate. During any period of time in which the interest rates specified herein exceed the Highest Lawful Rate, in no contingency or event whatsoever interest shall accrue and be payable at such maximum rate; provided that, if the interest rates decline below the Highest Lawful Rate, interest shall continue to accrue and be payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to the Advances) until the interest that has been paid equals the amount of interest that would have been paid if interest had at all times accrued and been payable at the applicable interest rates specified in this Agreement.
(including the aggregate b) If, for any reason, Lenders receive anything of all charges, fees, benefits, value as interest or other compensation which constitutes anything deemed interest by applicable law under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, Agreement or any of them, the other Loan Documents or otherwise that results in Lenders receiving interest in an amount or at a rate which would exceed in excess of the Maximum Highest Lawful Rate, the Administrative Agent, such Letter amount of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess shall be applied to any unpaid amount the reduction of the Obligations principal amount owing hereunder or on account of any other than Indebtedness of Borrower owing to Lenders, and not to the payment of interest, in inverse order of maturity, or if . If the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of all Indebtedness of Borrower owing to Lenders, such amount shall be refunded to Borrower.
(c) In determining whether or not the Obligations and, if such principal balance is interest paid in full, or payable with respect to any remaining excess shall forthwith be paid Indebtedness of Borrower owing to Lenders exceeds the applicable Borrowers or Borrower. The BorrowersHighest Lawful Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders shall, to the maximum extent permitted under any Requirement of Law, by applicable law: (A) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest; (B) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing in any Loan Document shall be construed ; (C) amortize, prorate, allocate, and spread the total amount of interest throughout the actual term of such Indebtedness so that it does not exceed the maximum amount permitted by applicable law; or (D) allocate interest between portions of such Indebtedness so operate as to require or obligate the Borrowers, or any of themthat, to pay any interestthe greatest extent possible, fees, costs, or charges no such portion shall bear interest at a rate greater than is permitted by any Requirement the Highest Lawful Rate.
(d) For purposes of Law. Subject this Section 2.12, the term “applicable law” means the internal laws of the State of Colorado, provided that, to the foregoingextent, contrary to the Borrowers hereby agree express intent of the parties, Colorado law is found to be inapplicable to this Agreement, then “applicable law” also means that the actual effective rate of interest law in effect from time to time existing under and applicable to this loan transaction which lawfully permits the Loan Documentscharging and collection of the highest permissible, including all amounts agreed lawful, non-usurious rate of interest on such loan transaction and this Agreement, and, to by the Borrowers or charged or received by extent controlling, laws of the Administrative Agent, the Letter United States of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawAmerica.
Appears in 1 contract
Samples: Borrowing Base Revolving Line of Credit Agreement (Industrial Income Trust Inc.)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of this Agreement or of any other Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section 13.12 shall govern and prevail and neither the Loan Documents)Borrower nor its sureties, in no contingency guarantors, successors or event whatsoever assigns shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, forbearance or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative AgentBank ever receives, any Letter of Credit Issuer, collects or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply applies as interest any such sum, such amount which, together with all other interest under the Loan Documents which would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Law, by applicable law (Aa) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the “Contract Rate”) for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to SOURCECORP (as appropriate). In determining whether the applicable Borrowers interest paid or Borrower. The Borrowerspayable, under any specific contingency, exceeds the Maximum Rate, SOURCECORP, the Agents, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to SOURCECORP the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
Appears in 1 contract
Samples: Credit Agreement (Sourcecorp Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 12.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
(c) Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas 1925, as amended, the Borrower agrees that such Chapter 15 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any manner apply to the Obligations.
Appears in 1 contract
Maximum Interest Rate. If (a) Notwithstanding the Interest Rate, absent foregoing provisions of Section 2.3 regarding the limitation set forth in this Section 3.3, would have exceeded rates of interest applicable to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, andLoans, if in at any time the future, amount of such interest computed on the basis of the Applicable Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as exceed the amount of such interest paid hereunder equals computed upon the amount basis of the maximum rate of interest which would have been paid if the same had not been limited permitted by the Maximum Rate. In the event thatapplicable state or federal law in effect from time to time hereafter, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shallafter taking into account, to the extent permitted required by applicable law, pay any and all fees, payments, charges and calculations provided for in this Agreement or in any other agreement between Borrower and Lender (the Administrative Agent"Maximum Legal Rate"), for the account interest payable under this Participating Loan Agreement shall be computed upon the basis of the LendersMaximum Legal Rate.
(b) No agreements, an amount equal conditions, provisions or stipulations contained in this Participating Loan Agreement or any other instrument, document or agreement between Borrower and Lender or default of Borrower, or the exercise by Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Participating Loan Agreement or any other agreement between Borrower and Lender, or the arising of any contingency whatsoever, shall entitle Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Legal Rate had("Excess"), Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the Obligations; and third, returned to Borrower, it being the intention of the parties hereto not to enter at all timesany time into a usurious or otherwise illegal relationship. Borrower recognizes that, been with fluctuations in effect or (ii) the amount Applicable Interest Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur. By the execution of interest which would have been paid or accrued had the interest rate otherwise set forth in this Participating Loan Agreement, at all timesBorrower covenants that it shall not seek or pursue any other remedy, been in effect over (b) the amount of interest actually paid legal or accrued under this Agreement. Each Agentequitable, each against Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements based in whole or in part upon the charging or receiving of Law any interest in respect excess of limitations on the amount maximum authorized by applicable law. For the purpose of determining whether or rate of interest that can legally be not any Excess has been contracted for, charged, charged or received under by Lender, all interest at any time contracted for, charged or received by Lender in connection with the this Participating Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Participating Loan Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, this Section 2.4 shall be deemed to be a rate incorporated into every document or communication relating to the Obligations which set forth or prescribe any account, right or claim or alleged account, right or claim of Lender with respect to Borrower (or any other obligor in respect of Obligations), whether or not any provision of Section 2.4 is agreed referred to therein. All such documents and stipulated by the Borrowers communications and the Lenders in accordance with Requirements of Law.all figures set forth therein shall, for the
Appears in 1 contract
Maximum Interest Rate. If 27.2.1. Notwithstanding any other provisions hereof to the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, contrary (but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shallsubject to Clause 27.2.2 below), to the extent permitted required by applicable law, pay the Administrative Agent, for the account mandatory provisions of the Lenders, an amount equal to applicable regulations of the excess of Central Bank (and only until such requirement is in effect):
(a) if the lesser Borrower obtains a Permit within the period prescribed by the applicable regulations of the Central Bank and as long as such Permit (ias may be extended and/or replaced pursuant to the provisions of the Banking Activity Instruction) remains in effect, the aggregate amount of all payments payable by the Borrower under this Agreement for the use of the Subordinated Loan (i.e., all payments made by the Borrower pursuant to this Agreement other than repayments of the principal amount of the Subordinated Loan, including, but not limited to, interest payments, fees and indemnity payments) shall not exceed the amount calculated by reference to the maximum interest rate established by the Central Bank for borrowings on subordinated debt terms effective as at the date of this Agreement or any amendment thereto relating to the extension of the Repayment Date (as applicable);
(b) if the Borrower fails to obtain a Permit within the period prescribed by the applicable regulations of the Central Bank or if, and as long as, such Permit is revoked or cancelled by the Central Bank (other than revocation or cancellation due to extension and/or replacement of such Permit pursuant to the Banking Activity Instruction), the aggregate amount of all payments payable by the Borrower under this Agreement for the use of the Subordinated Loan (i.e., all payments made by the Borrower pursuant to this Agreement other than repayments of the principal amount of the Subordinated Loan, including, but not limited to, interest payments, fees and indemnity payments) shall not exceed the amount calculated by reference to the maximum interest rate established by the Central Bank for foreign currency loans from non-residents and effective at the date of registration of this Agreement or (if and to the extent required by the applicable regulations of the Central Bank) amendments to this Agreement with the Central Bank. For the avoidance of doubt, any application of this requirement shall not limit the rights of the Lender (and/or the Trustee, as applicable) under Clause 14 (Limited Acceleration Rights) of this Agreement.
27.2.2. Notwithstanding the provisions of Clause 27.2.1 above, the amount of interest which would have been paid or accrued if fees payable by the Maximum Rate had, at all times, been in effect or (ii) Borrower to the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or Lender in connection with the amendments introduced by the Supplemental Subordinated Loan DocumentsAgreement shall (in the amount not exceeding 2.0 per cent. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid principal amount of the Obligations other than interest, in inverse order Subordinated Loan outstanding as at the date of maturity, or if the amount payment of such excess exceeds said unpaid amount, such excess shall fees) be paid to excluded from the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received calculation of the payments payable by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect Borrower under this Agreement for the use of the Obligations throughout Subordinated Loan for the full term purposes of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, paragraphs (Aa) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (Bb) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawClause 27.2.1 above.”;
Appears in 1 contract
Samples: Supplemental Subordinated Loan Agreement (Public Joint Stock Co Commercial Bank PrivatBank)
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any obligation under the Loan Documents shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such obligation equals the aggregate amount of interest which would have been paid accrued on such obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such obligation had at all times been in effect. As used herein, then the Borrowers shallterm "Maximum Rate" means, at any time with respect to the extent permitted by Lender, the maximum rate of non-usurious interest under applicable law, pay law that the Administrative Agent, for Lender may charge the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Borrower. The Maximum Rate hadshall be calculated in a manner that takes into account any and all fees, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lenderpayments, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be other charges contracted for, charged, or received under or in connection with the Loan DocumentsDocuments that constitute interest under applicable law. Notwithstanding anything Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to the contrary contained Borrower at the time of such change in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate. For purposes of determining the Maximum Rate under Texas law, the applicable rate ceiling shall be the "indicated rate ceiling" described in, and all provisions computed in accordance with Chapter 303 of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such LenderTexas Finance Code, as the case may beamended, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturitysubstituted for a restated, or if permitted by applicable law and effective upon the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect giving of the Obligations throughout notices required by such Chapter 303 the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, "quarterly ceiling" or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest "annualized ceiling" from time to time existing in effect under such Chapter 303, whichever the Loan Documents, including all amounts agreed Lender shall elect to by substitute for the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a "indicated rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawceiling."
Appears in 1 contract
Samples: Term Credit Agreement (Acxiom Corp)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 102 109 below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate, and neither Agent nor any Lender shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting forforegoing, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such, and if such principal balance is the Obligations, or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to Kitty Hawk. In determining whether the applicable Borrowers interest paid or Borrower. The Borrowerspayable, under any specific contingency, exceeds the AgentsMaximum Rate, the Letter of Credit IssuersKitty Hawk and its Subsidiaries, Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of the Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Agent and/or Lenders, as appropriate, shall refund to Kitty Hawk the amount of such excess and, in such event, Agent and Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of the Maximum Rate.
(c) Pursuant to Chapter 346 of the Finance Code of the State of Texas, as amended, each of Kitty Hawk and its Subsidiaries agrees that such Chapter 346 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject manner apply to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawObligations.
Appears in 1 contract
Samples: Credit Agreement (Kitty Hawk Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent ------------- thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Lender shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto ---- ----- and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of ---------------- an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersMail-Well, the AgentsBorrower or other appropriate Loan Party. In determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, Mail- Well, the Letter of Credit IssuersBorrower, the other Loan Parties, the Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if -------- ---- the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Agent and/or the actual effective rate of interest from time Lenders, as appropriate, shall refund to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative AgentMail-Well, the Letter Borrower or other appropriate Loan Party the amount of Credit Issuerssuch excess and, or in such event, the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be
(c) Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas 1925, as amended, Mail-Well, the Borrower and the other Loan Parties agree that such Chapter 15 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in accordance with Requirements of Lawany manner apply to the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Mail Well I Corp)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, pay the Administrative Agent, for the account none of the Lendersterms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Bank shall ever charge, receive, take, collect, reserve or apply, as interest on the Obligations, any amount in excess of the Maximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate hadabsence of this Section 13.12(b), at all times, been in effect or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of foregoing, the contracting Agent or any Bank ever contracts for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers BORROWERS (or Borrowerother appropriate Person). The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBORROWERS, the Letter of Credit Issuers, Agent and the Lenders Banks shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (A) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (B) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (C) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of the Obligations; provided that, if the unpaid principal balance is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Agent and/or the Banks, as appropriate, shall refund to the BORROWERS (or other appropriate Person) the amount of such excess and, in such event, the Agent and the Banks shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of the Maximum Rate.
(c) Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas 1925, as amended, the BORROWERS agree that such Chapter 15 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject manner apply to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawObligations.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall It is expressly stipulated and agreed to be the Maximum Rateintent of Maker and Payee at all times to comply with the applicable Colorado law governing the maximum rate of interest payable on the indebtedness evidenced by this Note and the Loan Agreement (or applicable United States federal law to the extent that it permits Payee to contract for, andcharge, if in the futuretake, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the reserve or receive a greater amount of interest paid hereunder equals than under Colorado law). If the applicable law is ever judicially interpreted so as to render usurious any amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, taken, reserved or received under or in connection with pursuant to this Note, the Loan Documents. Notwithstanding anything Agreement, any of the other Loan Documents or any other communication or writing by or between Maker and Payee related to the contrary contained in any Loan Document (even if any such provision expressly declares transaction or transactions that it controls all other provisions of are the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or in any other related documents executed pursuant hereto, none received by reason of Payee’s exercise of the Administrative Agent, any Letter option to accelerate the maturity of Credit Issuerthis Note, or (iii) Maker will have paid or Payee will have received by reason of any Lender shall ever be entitled to chargevoluntary prepayment by Maker of this Note, receive, take, reserve, collect, or apply as interest any amount which, together with then it is Maker’s and Payee’s express intent that all other interest under the Loan Documents would result in a rate of interest under the Loan Documents amounts charged in excess of the Maximum Lawful Rate and(as hereinafter defined) shall be automatically canceled, in the event the Administrative Agentab initio, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with and all other interest under the Loan Documents, be amounts in excess of the Maximum Rate, such amount Lawful Rate theretofore collected by Payee shall automatically be deemed to be applied in reduction of credited on the unpaid principal balance of the Obligations andthis Note (or, if such principal balance is this Note has been or would thereby be paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit IssuersMaker), and the Lenders provisions of this Note, the Loan Agreement, and other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity for the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the end of the stated term of this Note, then Maker and Payee agree that Payee shall, with reasonable promptness after Payee discovers or is advised by Maker that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment Maker and/or credit such excess interest against this Note then owing by Maker to Payee. Maker hereby agrees that as a standby feecondition precedent to any claim seeking usury penalties against Payee, commitment feeMaker will provide written notice to Payee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest advising Payee in reasonable detail of the nature and (B) exclude prepayments, accelerationamount of the violation, and the effects thereof. Nothing Payee shall have sixty (60) days after receipt of such notice in any Loan Document shall be construed which to correct such usury violation, if any, by either refunding such excess interest to Maker or so operate as to require or obligate the Borrowerscrediting such excess interest against this Note and then owing LOAN AGREEMENT, or any of themSCHEDULE 1, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.PAGE 1-2
Appears in 1 contract
Maximum Interest Rate. (a) If the interest rate borne by the Bonds, calculated without regard to the limitation of such rate to the Maximum Rate, as provided in the Indenture, for any period would exceed the Maximum Interest Rate, absent then interest accruing on the Bonds during such period shall be limited to the Maximum Interest Rate.
(b) An amount equal to interest that would have accrued on the Bonds for any Interest Period (as defined in the Indenture) but for the limitation set forth in this Section 3.3, would have exceeded the Indenture limiting the interest rate on the Bonds to the Maximum Interest Rate, less interest actually paid on the Bonds for such Interest Period, shall be payable by the Borrower under this Agreement and shall constitute the “Excess Bond Interest Amount.” If there is any accrued and unpaid Excess Bond Interest Amount as of any Interest Payment Date, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers Borrower shall, to the extent permitted by applicable lawpossible without violating Applicable Law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of Purchaser the Excess Bond Interest Amount on such Interest Payment Date.
(ac) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had If the interest rate otherwise set forth in this Agreementborne by amounts owed hereunder, at all timesexcluding the Excess Bond Interest Amount, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in for any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which period would exceed the Maximum Lawful Rate, the Administrative Agent, then such Letter of Credit Issuer, or interest rate for such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess period shall be paid limited to the paying Borrowers or BorrowerMaximum Lawful Rate.
(d) Notwithstanding the foregoing, on the date on which no principal amount hereunder remains unpaid with respect to the Bonds, to the extent possible without violating Applicable Law, the Borrower shall pay to the Purchaser and each other Owner, as applicable. All interest paid, or agreed a fee equal to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, accrued and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawExcess Bond Interest Amount.
Appears in 1 contract
Samples: Continuing Covenant Agreement (New Jersey Resources Corp)
Maximum Interest Rate. If In no event shall charges constituting interest payable by Borrower exceed the Interest maximum amount or the rate permitted under any applicable law or regulation, and if any part or provision of this Note is in contravention of any such law or regulation, such part or provision shall be deemed amended to conform thereto. No agreements, conditions, provisions or stipulations contained in this Note or any other instrument, document or agreement among Borrower, Lender or default of Borrower, or the exercise by Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Note or any other Loan Document, or the arising of any contingency whatsoever, shall entitle Lender to contract for, charge, or receive, in any event, interest exceeding the maximum rate of interest permitted by applicable state or federal law in effect from time to time (hereinafter “Maximum Legal Rate”). In no event shall Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay a rate of interest exceeding the Maximum Legal Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be without binding force or effect, at law or in equity, to the Maximum Rate, and, if in extent only of the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount excess of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the over such Maximum Legal Rate. In the event thatany interest is contracted for, upon payment charged or received in full excess of the ObligationsMaximum Legal Rate (“Excess Payment”), Borrower acknowledges and stipulates that any such contract, charge, or receipt shall be the total amount result of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which wouldan accident and bona fide error, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted and that any Excess Payment received by applicable law, pay the Administrative Agent, Lender for the account of Lender shall be first applied to reduce the Lendersprincipal then unpaid hereunder; second, an amount equal to reduce the excess other Obligations; and third, returned to Borrower, it being the intention of (a) the lesser parties hereto not to enter at any time into a usurious or otherwise illegal relationship. Borrower recognizes that, with fluctuations in the Prime Rate and the Maximum Legal Rate, such a result could inadvertently occur. By the execution of this Agreement, Borrower covenants that (i) the amount credit or return of interest which would have been paid or accrued if any Excess Payment shall constitute the Maximum Rate hadacceptance by Borrower of such Excess Payment, at all times, been in effect or and (ii) the amount Borrower shall not seek or pursue any other remedy, legal or equitable, against Lender or any of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledgesbased in whole or in part upon contracting for, agrees, and declares that it is its intention to expressly comply with all Requirements charging or receiving of Law any interest in respect excess of limitations on the amount maximum authorized or rate receiving of any interest that can legally be in excess of the maximum authorized by applicable law. For the purpose of determining whether or not any Excess Payment has been contracted for, chargedcharged or received, all interest at any time contracted for, charged or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, Note shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawNote.
Appears in 1 contract
Samples: Promissory Note (Resource Innovation Office REIT, Inc.)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. (1) In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms that any provision of this Agreement is less than would oblige the total amount Borrower to make any payment of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed other payment which is construed by a court of competent jurisdiction to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or calculated at a rate which would exceed be prohibited by law or would result in a receipt by a Lender of interest at a criminal rate (as such terms are construed under the Maximum RateCriminal Code (Canada)), the Administrative Agentthen notwithstanding such provision, such Letter amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of Credit Issuer, or such Lenderinterest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:
(i) firstly, by reducing the amount or rate of interest required to be paid under Section 5.01 of this Agreement; and
(ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada);
(2) If, notwithstanding the provisions of clause (a) of this Section and after giving effect to all adjustments contemplated thereby, a Lender shall automatically apply have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by such Lender to any unpaid amount the reduction of the Obligations other than interest, in inverse order principal balance of maturity, the Outstanding Borrowings and not to the payment of interest or if the amount of such excess excessive interest exceeds said unpaid amountsuch principal balance, such excess shall be paid refunded to the paying Borrowers Borrower; and
(3) Any amount or Borrower, as applicable. All rate of interest paid, or agreed referred to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, in this Section shall be amortized, prorated, spread, determined in accordance with generally accepted actuarial practices and allocated in respect principles at an effective annual rate of interest over the Obligations throughout the full term of this Agreement. Notwithstanding Agreement on the assumption that any provision contained charges, fees or expenses that fall within the meaning of “interest” (as defined in any the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the Loan Documents, or in any other related documents executed pursuant hereto, none Term of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate this Agreement and, in the event the Administrative Agentof dispute, any Letter a certificate of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect a Fellow of the Borrowers, or any Canadian Institute of them, that otherwise would, together with all other interest under Actuaries appointed by the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document Agent shall be construed or so operate as to require or obligate conclusive for the Borrowers, or any purposes of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawsuch determination.
Appears in 1 contract
Maximum Interest Rate. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, no interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
(c) Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas 1925, as amended, the Borrower agrees that such Chapter 15 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any manner apply to the Obligations.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. (a) In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms that any provision of this Agreement is less than or the total amount other Loan Documents would oblige the Borrower to make any payment of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed other payment which is construed by a court of competent jurisdiction to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or calculated at a rate which would exceed be prohibited by law or would result in a receipt by the Maximum RateBank of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), the Administrative Agentthen notwithstanding such provision, such Letter amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of Credit Issuer, or such Lenderinterest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Bank of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:
(i) firstly, by reducing the amount or rate of interest required to be paid under this Agreement or any other Loan Document; and
(ii) thereafter, by reducing any fees, commissions, premiums, lieu payments and other amounts payable by the Borrower to the Bank under the Loan Documents which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada);
(b) If, notwithstanding the provisions of clause (a) of this Section and after giving effect to all adjustments contemplated thereby, the Bank shall automatically apply have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Bank to any unpaid amount the reduction of the Obligations other than principal balance of the Loan and not to the payment of interest, in inverse order of maturityfees, lieu payments and other amounts or if the amount of such excess excessive interest, fees, lieu payments or other amounts exceed or exceeds said unpaid amountsuch principal balance, such excess shall be paid refunded to the paying Borrowers Borrower; and
(c) Any amount or Borrower, as applicable. All rate of interest paid, or agreed referred to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, in this Section shall be amortized, prorated, spread, determined in accordance with generally accepted actuarial practices and allocated in respect principles at an effective annual rate of interest over the Obligations throughout the full term of this Agreement. Notwithstanding Agreement on the assumption that any provision contained charges, fees, expenses or other amounts that fall within the meaning of “interest” (as defined in any the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the Loan Documents, or in any other related documents executed pursuant hereto, none terms of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate this Agreement and, in the event the Administrative Agentof dispute, any Letter a certificate of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect a Fellow of the Borrowers, or any Canadian Institute of them, that otherwise would, together with all other interest under Actuaries appointed by the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document Bank shall be construed or so operate as to require or obligate conclusive for the Borrowers, or any purposes of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawsuch determination.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate.
(b) If at any time the Interest interest rate (the "CONTRACT RATE") for any Liability shall exceed the Maximum Rate, absent the limitation set forth so that, as provided in this Section 3.3, would have exceeded interest accruing on such Liability is limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Liability shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Liability below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Liability equals the aggregate amount of interest which would have been paid accrued on such Liability if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Liability had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of .
(ac) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all this Agreement or the other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Agent nor any Letter of Revolving Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, reserve or apply apply, as interest on the Liabilities, any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate andRate. The Agent, each Revolving Credit Lender and the Borrower each agrees that any interest, charge, fee, expense or other Liability provided for in this Agreement or in the event other Loan Documents which constitutes interest under applicable law, ipso facto and under any and all circumstances, shall be limited or reduced to an amount equal to the Administrative Agentlesser of (x) the amount of such interest, any Letter charge, fee, expense or other Liability that would be payable in the absence of Credit Issuerthis Section , or (y) an amount, which when added to all other interest payable under this Agreement and the other Loan Documents, equals the Maximum Rate. If, notwithstanding the foregoing, the Agent or any Revolving Credit Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of principal of the unpaid principal balance of Liabilities and treated hereunder as such; and if the Obligations andLiabilities, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsAgent, the Letter of each Revolving Credit Issuers, Lender and the Lenders shallBorrower, to the maximum extent permitted under any Requirement of Lawby applicable law, shall (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the actual term of the Liabilities, or any of themapplicable portions thereof, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree so that the actual effective interest rate does not exceed the Maximum Rate at any time during the term of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawLiabilities.
Appears in 1 contract
Samples: Loan and Security Agreement (Hastings Entertainment Inc)
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. (a) In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms that any provision of this Agreement is less than would oblige the total amount Company to make any payment of interest or any other payment which would, but for this Section 3.3, have been paid is construed by a court of competent jurisdiction to be interest in an amount or accrued if calculated at a rate which would be prohibited by law or would result in a receipt by the Interest Rate otherwise set forth in this Agreement had Lender of interest at all times been in effecta criminal rate (as such terms are construed under the Criminal Code (Canada)), then the Borrowers shallnotwithstanding such provision, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the such amount or rate of interest that can legally shall be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything deemed to have been adjusted nunc pro tunc to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an maximum amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lenderinterest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:
(i) firstly, by reducing the amount or rate of interest required to be paid hereunder; and
(ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constituted interest for the purposes of Section 347 of the Criminal Code (Canada);
(b) If, notwithstanding the provisions of clause (a) of this section and after giving effect to all adjustments contemplated thereby, the Lender shall automatically apply have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Lender to any unpaid amount the reduction of the Obligations other than interest, in inverse order principal balance of maturity, the Outstanding Borrowing and not to the payment of interest or if the amount of such excess excessive interest exceeds said unpaid amountsuch principal balance, such excess shall be paid refunded to the paying Borrowers Company; and
(c) Any amount or Borrower, as applicable. All rate of interest paid, or agreed referred to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, in this section shall be amortizeddetermined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the terms of this Agreement on the assumption that any charges, proratedfees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, spreadif they relate to a specific period of time, be prorated over that period of time and allocated in respect of otherwise be prorated over the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate Agreement and, in the event the Administrative Agentof dispute, any Letter a certificate of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect a Fellow of the Borrowers, or any Canadian Institute of them, that otherwise would, together with all other interest under Actuaries appointed by the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document Lender shall be construed or so operate as to require or obligate conclusive for the Borrowers, or any purposes of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawsuch determination.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document (the "Contract Rate") shall at any time exceed the Maximum Rate. If at any time the Interest Contract Rate for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over .
(b) No provision of any Loan Document shall require the amount payment or the collection of interest actually paid or accrued under this Agreementin excess of the Maximum Rate. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate If any excess of interest that can legally be contracted in such respect is hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the Loan Documents)sureties, in no contingency guarantors, successors, or event whatsoever assigns of Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative AgentLender ever receives, any Letter of Credit Issuercollects, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply applies as interest any such sum, such amount which, together with all other interest under the Loan Documents which would result in a rate of interest under the Loan Documents be in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in as 102 a payment and reduction of the unpaid principal balance of the Obligations, and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
Appears in 1 contract
Samples: Credit Agreement (Intervoice Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of ---------------- an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to the applicable Borrowers Borrower or Borrowerother appropriate Loan Party. The BorrowersIn determining whether the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, the AgentsBorrower and the other Loan Parties, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to the Borrower or other appropriate Loan Party the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Law.the Maximum Rate. 105
Appears in 1 contract
Samples: Credit Agreement (Ipcs Inc)
Maximum Interest Rate. (a) No interest rate specified in this Agreement or any other Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then the Borrowers shall, .
(b) Notwithstanding anything to the extent permitted by applicable lawcontrary contained in this Agreement or the other Loan Documents, none of the terms and provisions of this Agreement or the other Loan Documents shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Rate; and neither the Administrative AgentAgent nor any Lender shall ever charge, for receive, take, collect, reserve or apply, as interest on the account Obligations, any amount in excess of the LendersMaximum Rate. The parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the other Loan Documents which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the excess of (a) the lesser of (i) the amount of interest which such interest, charge, fee, expense or other obligation that would have been paid or accrued if be payable in the Maximum Rate had, at all times, been in effect absence of this Section 13.12(b) or (ii) the amount of an amount, which when added to all other interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued payable under this Agreement. Each Agent, each Lender, Agreement and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the other Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed equals the Maximum Rate. If, and all provisions of notwithstanding the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rateforegoing, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, Agent or any Lender ever contracts for, charges, receives, takes, reserves, collects, reserves or applies as interest any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically which would be deemed to excessive interest shall be applied in reduction deemed a partial payment or prepayment of the unpaid principal balance of the Obligations andand treated hereunder as such; and if the Obligations, if such principal balance is or applicable portions thereof, are paid in full, any remaining excess shall forthwith promptly be paid to F.Y.I. (as appropriate). In determining whether the applicable Borrowers interest paid or Borrower. The Borrowerspayable, under any specific contingency, exceeds the Maximum Rate, F.Y.I., the Agents, the Letter of Credit Issuers, Administrative Agent and the Lenders shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Ai) characterize any non-principal nonprincipal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest and interest, (Bii) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (iii) amortize, prorate, allocate and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowerstotal amount of interest throughout the entire contemplated term of the Obligations, or applicable portions thereof, so that the interest rate does not exceed the Maximum Rate at any time during the term of themthe Obligations; provided that, to pay any interest, fees, costs, or charges greater than if the unpaid principal balance is permitted by any Requirement of Law. Subject paid and performed in full prior to the foregoingend of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Borrowers hereby agree that Administrative Agent and/or the actual effective rate Lenders, as appropriate, shall refund to F.Y.I. the amount of interest from time to time existing under the Loan Documentssuch excess and, including all amounts agreed to by the Borrowers or charged or received by in such event, the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers Agent and the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in accordance with Requirements excess of Lawthe Maximum Rate.
Appears in 1 contract
Samples: Credit Agreement (Fyi Inc)
Maximum Interest Rate. If (a) In the Interest Rateevent that any provision of this Agreement would oblige any person to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by applicable law, absent regulation, order, rule or direction (a "Usury Restraint) which prohibits or restricts the limitation charging, receipt or retention of interest or other amounts at the rates and amounts set forth herein (the "Stated Rate") in this Section 3.3excess (the "Excess") of the maximum rates or amount (the "Maximum Rate") stipulated in the Usury Restraint, would then notwithstanding such provision, such amount or rate shall be deemed to have exceeded been adjusted nunc pro tunc to the Maximum Rate, then the Interest Rate shall such adjustment to be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shalleffected, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of necessary as follows:
(i) the amount of interest which would have been paid or accrued if the Maximum Rate hadfirstly, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on by reducing the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed required to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this under Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term 3.2 of this Agreement. Notwithstanding ; and
(ii) thereafter, by reducing any provision contained in any fees, commissions, premiums and other amounts which would constitute interest for the purposes of such Usury Restraint;
(b) If, notwithstanding the Loan Documentsprovisions of clause (a) of this Section and after giving effect to all adjustments contemplated thereby, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any have received an amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, then such amount Excess shall automatically be deemed to be applied in by the Lender to the reduction of the unpaid principal balance of the Obligations and, Loan and not to the payment of interest or if such excessive interest exceeds such principal balance is paid in fullbalance, any remaining excess such Excess shall forthwith be paid refunded to the applicable Borrowers Borrower; and
(c) Any amount or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time referred to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in this Section shall be determined in accordance with Generally Accepted Accounting Principles at an effective annual rate of interest over the Loan Documentsterm of this Agreement on the assumption that any charges, which may fees or expenses that fall within the meaning of "interest" (as defined in Usury Restraint) shall, if they relate to a specific period of time, be deemed to prorated over that period of time and otherwise be interest under any Requirement prorated over the terms of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawthis Agreement.
Appears in 1 contract
Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require the Borrowers shall, to payment or the extent collection of interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.
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Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall It is expressly stipulated and agreed to be the Maximum Rateintent of Maker and Payee at all times to comply with the applicable Colorado law governing the maximum rate of interest payable on the indebtedness evidenced by this Note and the Loan Agreement (or applicable United States federal law to the extent that it permits Payee to contract for, andcharge, if in the futuretake, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the reserve or receive a greater amount of interest paid hereunder equals than under Colorado law). If the applicable law is ever judicially interpreted so as to render usurious any amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, taken, reserved or received under or in connection with pursuant to this Note, the Loan Documents. Notwithstanding anything Agreement, any of the other Loan Documents or any other communication or writing by or between Maker and Payee related to the contrary contained in any Loan Document (even if any such provision expressly declares transaction or transactions that it controls all other provisions of are the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or in any other related documents executed pursuant hereto, none received by reason of Payee’s exercise of the Administrative Agent, any Letter option to accelerate the maturity of Credit Issuerthis Note, or (iii) Maker will have paid or Payee will have received by reason of any Lender shall ever be entitled to chargevoluntary prepayment by Maker of this Note, receive, take, reserve, collect, or apply as interest any amount which, together with then it is Maker’s and Payee’s express intent that all other interest under the Loan Documents would result in a rate of interest under the Loan Documents amounts charged in excess of the Maximum Lawful Rate and(as hereinafter defined) shall be automatically canceled, in the event the Administrative Agentab initio, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with and all other interest under the Loan Documents, be amounts in excess of the Maximum Rate, such amount Lawful Rate theretofore collected by Payee shall automatically be deemed to be applied in reduction of credited on the unpaid principal balance of the Obligations andthis Note (or, if such principal balance is this Note has been or would thereby be paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit IssuersMaker), and the Lenders provisions of this Note, the Loan Agreement, and other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity for the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the end of the stated term of this Note, then Maker and Payee agree that Payee shall, with reasonable promptness after Payee discovers or is advised by Maker that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment Maker and/or credit such excess interest against this Note then owing by Maker to Payee. Maker hereby agrees that as a standby feecondition precedent to any claim seeking usury penalties against Payee, commitment feeMaker will provide written notice to Payee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest advising Payee in reasonable detail of the nature and (B) exclude prepayments, accelerationamount of the violation, and the effects thereofPayee shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Maker or crediting such excess interest against this Note and then owing by Maker to Payee. Nothing in any Loan Document shall be construed or so operate as to require or obligate the BorrowersAll sums contracted for, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.charged,
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Maximum Interest Rate. (a) No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligation shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder equals accrued on such
(b) No provision of any Loan Document shall require the amount payment or the collection of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full excess of the Obligations, the total maximum amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Loan Documents)Borrower nor the sureties, in no contingency guarantors, successors, or event whatsoever assigns of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall Bank ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies as interest any such sum, such amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, which would be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations; and, if the principal of the Obligations and, if such principal balance is has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Bank shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest, (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing , and (c) amortize, prorate, allocate, and spread in any Loan Document shall be construed equal or so operate as to require or obligate unequal parts the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
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Maximum Interest Rate. If At no time shall any Applicable Interest Rate or Default Rate under this Agreement or any Note, or otherwise in respect of any Loan or any Indebtedness hereunder, exceed the Interest Maximum Legal Rate, absent giving due consideration to the limitation set forth in execution of this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum RateAgreement and each Note. In the event that, upon payment that any interest is charged or otherwise received by Banks in full excess of the ObligationsMaximum Legal Rate, each Borrower hereby acknowledges and agrees that any such excess interest shall be the result of an accidental and bona fide error, and any such excess shall be deemed to have been payments of principal, and not of interest, and shall be applied, first, to reduce the principal Indebtedness then outstanding, second, any remaining excess, if any, shall be applied to reduce any other Indebtedness, and third, any remaining excess, if any, shall be returned to Borrowers. Notwithstanding the foregoing or anything to the contrary contained in this Agreement or any other Loan Document, but subject to all limitations contained in this paragraph, if at anytime any Applicable Interest Rate or Default Rate or other rate of interest applicable to any portion of the Indebtedness is computed on the basis of the Maximum Legal Rate, any subsequent reduction in the Applicable Interest Rate, Default Rate or such other rate of interest shall not reduce such interest rate thereafter payable below the Maximum Legal Rate until the aggregate amount of interest accrued equals the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, that would have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations computed solely on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions basis of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Applicable Interest Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, Default Rate or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with rate. This paragraph shall control all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by agreements between the Borrowers and the Lenders in accordance with Requirements of LawBanks.
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Maximum Interest Rate. If (a) Notwithstanding the Interest Rate, absent foregoing provisions of Sections 3.1 through 3.3 regarding the limitation set forth in this Section 3.3, would have exceeded rates of interest applicable to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, andLoans, if in at any time the future, amount of such interest computed on the basis of the Applicable Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as exceed the amount of such interest paid computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter, after taking into account, to the extent required by applicable law, any and all fees, payments, charges and calculations provided for in this Agreement or in any other agreement between Borrower and Lender (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Reference Rate or the Eurodollar Rate shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been paid if at all times computed solely on the same had not been limited basis of the Applicable Interest Rate.
(b) No agreements, conditions, provisions or stipulations contained in this Agreement or any other instrument, document or agreement between the Borrower and the Lender or default of the Borrower, or the exercise by the Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Agreement or any other agreement between the Borrower and the Lender, or the arising of any contingency whatsoever, shall entitle the Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall the Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel the Borrower to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such Maximum Legal Rate. In the event any interest is charged in excess of the Maximum Legal Rate ("Excess"), the Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder; second, applied to reduce the Obligations; and third, returned to the Borrower, it being the intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The Borrower recognizes that, upon payment with fluctuations in full the Applicable Interest Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur. By the execution of the Obligationsthis Agreement, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of Borrower covenants that (i) the amount credit or return of interest which would have been paid or accrued if any Excess shall constitute the Maximum Rate hadacceptance by the Borrower of such Excess, at all times, been in effect or and (ii) the amount of interest which would have been paid Borrower shall not seek or accrued had the interest rate otherwise set forth in this Agreementpursue any other remedy, at all timeslegal or equitable, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each against Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements based in whole or in part upon the charging or receiving of Law any interest in respect excess of limitations on the amount maximum authorized by applicable law. For the purpose of determining whether or rate of interest that can legally be not any Excess has been contracted for, charged, charged or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by all interest at any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting time contracted for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, charged or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, Lender in connection with this Agreement shall be amortized, prorated, spread, allocated and allocated spread in respect of equal parts during the Obligations throughout the full entire term of this Agreement. Notwithstanding any provision contained in any .
(c) The provisions of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, Section 3.4 shall be deemed to be a rate incorporated into every document or communication relating to the Obligations which sets forth or prescribes any account, right or claim or alleged account, right or claim of the Lender with respect to the Borrower (or any other obligor in respect of Obligations), whether or not any provision of Section 3.4 is agreed referred to therein. All such documents and stipulated communications and all figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of the Borrower (or other obligor) asserted by the Borrowers Lender thereunder, be automatically recomputed by any Borrower or obligor, and by any court considering the Lenders same, to give effect to the adjustments or credits required by Section 3.4.
(d) If the applicable state or federal law is amended in accordance with Requirements the future to allow a greater rate of Lawinterest to be charged under this Agreement or any other Loan Documents than is presently allowed by applicable state or federal law, then the limitation of interest under Section 3.4 shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to the Lender by reason thereof shall be payable upon demand.
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Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document this Agreement, Borrower shall not be obligated to pay, and Lender shall not be entitled to charge, collect, receive, reserve, or take, interest (even if any such provision expressly declares it being understood that it controls “interest” shall be calculated as the aggregate of all other provisions charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) in excess of the Loan Documents)Highest Lawful Rate. During any period of time in which the interest rates specified herein exceed the Highest Lawful Rate, in no contingency or event whatsoever interest shall accrue and be payable at such maximum rate; provided that, if the interest rates decline below the Highest Lawful Rate, interest shall continue to accrue and be payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to the Advances) until the interest that has been paid equals the amount of interest that would have been paid if interest had at all times accrued and been payable at the applicable interest rates specified in this Agreement.
(including the aggregate b) If, for any reason, Lender receives anything of all charges, fees, benefits, value as interest or other compensation which constitutes anything deemed interest by applicable law under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, Agreement or any of them, the other Loan Documents or otherwise that results in Lender receiving interest in an amount or at a rate which would exceed in excess of the Maximum Highest Lawful Rate, the Administrative Agent, amount of such Letter excess shall be applied to the reduction of Credit Issuer, the principal amount owing hereunder or such on account of any other Indebtedness of Borrower owing to Lender, as and not to the case may be, shall automatically apply such excess to any unpaid amount payment of the Obligations other than interest, in inverse order of maturity, or if . If the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of all Indebtedness of Borrower owing to Lender, such amount shall be refunded to Borrower.
(c) In determining whether or not the Obligations and, if such principal balance is interest paid in full, or payable with respect to any remaining excess shall forthwith be paid Indebtedness of Borrower owing to Lender exceeds the applicable Borrowers or Borrower. The BorrowersHighest Lawful Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders Lender shall, to the maximum extent permitted under any Requirement of Law, by applicable law: (A) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest; (B) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing in any Loan Document shall be construed ; (C) amortize, prorate, allocate, and spread the total amount of interest throughout the actual term of such Indebtedness so that it does not exceed the maximum amount permitted by applicable law; or (D) allocate interest between portions of such Indebtedness so operate as to require or obligate the Borrowers, or any of themthat, to pay any interestthe greatest extent possible, fees, costs, or charges no such portion shall bear interest at a rate greater than is permitted by any Requirement the Highest Lawful Rate.
(d) For purposes of Law. Subject this Section 2.13, the term “applicable law” means the internal laws of the State of Illinois, provided that, to the foregoingextent, contrary to the Borrowers hereby agree express intent of the parties, Illinois law is found to be inapplicable to this Agreement, then “applicable law” also means that the actual effective rate of interest law in effect from time to time existing under and applicable to this loan transaction which lawfully permits the Loan Documentscharging and collection of the highest permissible, including all amounts agreed lawful, non-usurious rate of interest on such loan transaction and this Agreement, and, to by the Borrowers or charged or received by extent controlling, laws of the Administrative Agent, the Letter United States of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawAmerica.
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Samples: Borrowing Base Revolving Line of Credit Agreement (Cole Credit Property Trust III, Inc.)
Maximum Interest Rate. If Regardless of any provision contained herein or in any Note or other document relating to the Interest RateLoans (the "LOAN DOCUMENTS"), absent the limitation set forth no Bank shall ever be entitled to receive, collect, take, reserve, charge or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on any Loan any amount in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall be excess of interest calculated at the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, that any Letter of Credit Issuer, or any Lender Bank ever charges, receives, takes, reserves, collects, or applies as interest any such excess, then the amount in respect of the Borrowers, or any of them, that otherwise would, together with all other which would be excessive interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction a partial prepayment of the unpaid principal balance of the Obligations and treated hereunder as such; and, if such the principal balance is amount of the applicable Loans are paid in full, then any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders Banks shall, to the maximum extent permitted under any Requirement of Law, applicable law:
(Aa) characterize any non-principal payment as a standby an expense, fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense premium rather than as interest and interest; (Bb) exclude prepayments, acceleration, voluntary prepayments and the effects thereof. Nothing ; and (c) amortize, prorate, allocate, and spread, in any Loan Document equal parts, the total amount of interest throughout the entire contemplated term of the Loans; provided that, if Loans are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, then the applicable Lender shall refund to the Borrower the amount of such excess or credit the amount of such excess against the principal amount of the applicable Loans and, in such event, no Bank shall be construed or so operate as subject to require or obligate the Borrowersany penalties provided by any laws for contracting for, charging, taking, reserving, or any receiving interest in excess of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Lawinterest calculated at the Maximum Rate. Subject to "MAXIMUM RATE" means the foregoing, the Borrowers hereby agree that the actual effective highest nonusurious rate of interest (if any) permitted from time day to time existing under day by applicable law. The parties agree that Chapter 346 of the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan DocumentsTexas Finance Code, which may be deemed to be interest under any Requirement of Lawregulates certain revolving loan accounts and revolving tri-party accounts, shall not be deemed applicable to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Lawthis Agreement, any Note or any Loans.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3SECTION 3.2, would have exceeded the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if in the future, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3SECTION 3.2, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each The Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3SECTION 3.2. In the event any such interest is paid to the Administrative Agent, any the Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such the Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any the Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the POST-PETITION LOAN AGREEMENT - Page 49 Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of neither the Administrative Agent, any the Letter of Credit Issuer, or nor any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any the Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations and, if such principal balance is paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The Borrowers, the AgentsAgent, the Letter of Credit IssuersIssuer, and the Lenders shall, to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit IssuersIssuer, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.
Appears in 1 contract
Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall It is expressly stipulated and agreed to be the Maximum Rateintent of Borrower and Lender at all times to comply with the applicable Texas law governing the maximum rate of interest payable on the indebtedness evidenced by this Note and the Loan Agreement (or applicable United States federal law to the extent that it permits Lender to contract for, andcharge, if in the futuretake, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the reserve or receive a greater amount of interest paid hereunder equals than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, taken, reserved or received under or in connection with pursuant to this Note, the Loan Documents. Notwithstanding anything Agreement, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the contrary contained in any Loan Document (even if any such provision expressly declares transaction or transactions that it controls all other provisions of are the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or in any other related documents executed pursuant hereto, none received by reason of Lender’s exercise of the Administrative Agent, any Letter option to accelerate the maturity of Credit Issuerthis Note, or (iii) Borrower will have paid or Lender will have received by reason of any Lender shall ever be entitled to chargevoluntary prepayment by Borrower of this Note, receive, take, reserve, collect, or apply as interest any amount which, together with then it is Borrower’s and Lender’s express intent that all other interest under the Loan Documents would result in a rate of interest under the Loan Documents amounts charged in excess of the Maximum Lawful Rate and(as hereinafter defined) shall be automatically canceled, in the event the Administrative Agentab initio, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with and all other interest under the Loan Documents, be amounts in excess of the Maximum Rate, such amount Lawful Rate theretofore collected by Lender shall automatically be deemed to be applied in reduction of credited on the unpaid principal balance of the Obligations andthis Note (or, if such principal balance is this Note has been or would thereby be paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit Issuers), and the Lenders provisions of this Note, the Loan Agreement, and other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity for the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the end of the stated term of this Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to the maximum extent permitted under any Requirement of LawBorrower and/or credit such excess interest against this Note then owing by Borrower to Lender. Borrower hereby agrees LOAN AGREEMENT, (A) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (B) exclude prepayments, acceleration, and the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.PAGE 43
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Maximum Interest Rate. If the Interest Rate, absent the limitation set forth in this Section 3.3, would have exceeded the Maximum Rate, then the Interest Rate shall It is expressly stipulated and agreed to be the Maximum Rateintent of Maker and Payee at all times to comply with the applicable Texas law governing the maximum rate of interest payable on the indebtedness evidenced by this Note and the Loan Agreement (or applicable United States federal law to the extent that it permits Payee to contract for, andcharge, if in the futuretake, the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at the Maximum Rate until such time as the reserve or receive a greater amount of interest paid hereunder equals than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement had at all times been in effect, then the Borrowers shall, to the extent permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted for, charged, taken, reserved or received under or in connection with pursuant to this Note, the Loan Documents. Notwithstanding anything Agreement, any of the other Loan Documents or any other communication or writing by or between Maker and Payee related to the contrary contained in any Loan Document (even if any such provision expressly declares transaction or transactions that it controls all other provisions of are the Loan Documents), in no contingency or event whatsoever shall the amount of interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3. In the event any such interest is paid to the Administrative Agent, any Letter of Credit Issuer, or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or in any other related documents executed pursuant hereto, none received by reason of Payee’s exercise of the Administrative Agent, any Letter option to accelerate the maturity of Credit Issuerthis Note, or (iii) Maker will have paid or Payee will have received by reason of any Lender shall ever be entitled to chargevoluntary prepayment by Maker of this Note, receive, take, reserve, collect, or apply as interest any amount which, together with then it is Maker’s and Payee’s express intent that all other interest under the Loan Documents would result in a rate of interest under the Loan Documents amounts charged in excess of the Maximum Lawful Rate and(as hereinafter defined) shall be automatically canceled, in the event the Administrative Agentab initio, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with and all other interest under the Loan Documents, be amounts in excess of the Maximum Rate, such amount Lawful Rate theretofore collected by Payee shall automatically be deemed to be applied in reduction of credited on the unpaid principal balance of the Obligations andthis Note (or, if such principal balance is this Note has been or would thereby be paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrowers or Borrower. The Borrowers, the Agents, the Letter of Credit IssuersMaker), and the Lenders provisions of this Note, the Loan Agreement, and other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity for the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the end of the stated term of this Note, then Maker and Payee agree that Payee shall, with reasonable promptness after Payee discovers or is advised by Maker that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to the maximum extent permitted under any Requirement of Law, (A) characterize any non-principal payment Maker and/or credit such excess interest against this Note then owing by Maker to Payee. Maker hereby agrees that as a standby feecondition precedent to any claim seeking usury penalties against Payee, commitment feeMaker will provide written notice to Payee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest advising Payee in reasonable detail of the nature and (B) exclude prepayments, accelerationamount of the violation, and the effects thereofPayee shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Maker or crediting such excess interest against this Note and then owing by Maker to Payee. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers LOAN AGREEMENT, or any of themSCHEDULE 1, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts agreed to by the Borrowers or charged or received by the Administrative Agent, the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of Law.PAGE 1-2
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Maximum Interest Rate. (a) In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable by any Lender under applicable law for such Lender with respect to loans of the type provided for hereunder (the "MAXIMUM RATE"). If at any time the Interest interest rate (the "CONTRACT RATE") for any Obligations shall exceed the Maximum Rate, absent thereby causing the limitation set forth in this Section 3.3, would have exceeded interest accruing on such Obligation to be limited to the Maximum Rate, then the Interest Rate shall be the Maximum Rate, and, if any subsequent reduction in the future, Contract Rate for such Obligation shall not reduce the Interest Rate would otherwise be less than the Maximum Rate, then the Interest Rate shall remain at rate of interest on such Obligation below the Maximum Rate until such time as the aggregate amount of interest paid hereunder accrued on such Obligation equals the aggregate amount of interest which would have been paid accrued on such Obligation if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but Contract Rate for this Section 3.3, have been paid or accrued if the Interest Rate otherwise set forth in this Agreement such Obligation had at all times been in effect, then .
(b) No provision of any Loan Document shall require or permit the Borrowers shall, to payment or the extent collection of or contracting for or charging interest in excess of the maximum amount permitted by applicable law, pay the Administrative Agent, for the account of the Lenders, an amount equal to the . If any excess of (a) the lesser of (i) the amount of interest which would have been paid or accrued if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have been paid or accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. Each Agent, each Lender, and each Borrower acknowledges, agrees, and declares that it such respect is its intention to expressly comply with all Requirements of Law in respect of limitations on the amount or rate of interest that can legally be contracted hereby provided for, chargedor shall be adjudicated to be so provided, or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other or otherwise in connection with this loan transaction, the provisions of this Section 1.9 shall govern and prevail and neither the Loan Documents)Borrower nor any surety, in no contingency guarantor, successor or event whatsoever assign of the Borrower shall be obligated to pay the excess amount of such interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Requirement of Law) under the Loan Documents paid by any Borrower, received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, agreed to be other excess sum paid by any Borrower, or requested or demanded to be paid by the Administrative Agent, any Letter of Credit Issuer, or any Lender, exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging, or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section 3.3sums loaned pursuant hereto. In the event any such interest is paid to the Administrative AgentLender ever receives, any Letter of Credit Issuer, collects or any Lender by the Borrowers, or any of them, in an amount or at a rate which would exceed the Maximum Rate, the Administrative Agent, such Letter of Credit Issuer, or such Lender, as the case may be, shall automatically apply such excess to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be paid to the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to be paid, by any Borrower, or taken, reserved, or received by the Administrative Agent, any Letter of Credit Issuer, or any Lender, shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, none of the Administrative Agent, any Letter of Credit Issuer, or any Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply applies as interest any such sum, such amount which, together with all other interest under the Loan Documents which would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event the Administrative Agent, any Letter of Credit Issuer, or any Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of the Borrowers, or any of them, that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such maximum amount permitted by applicable law shall automatically be deemed to be applied in as a payment and reduction of the unpaid principal balance of the Obligations (in the inverse order of maturity); and, if such the principal balance is of the Obligations has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrowers or Borrower. The BorrowersIn determining whether or not the interest paid or payable exceeds the Maximum Rate, the Agents, the Letter of Credit Issuers, Borrower and the Lenders each Lender shall, to the maximum extent permitted under any Requirement of Lawby applicable law, (Aa) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, an expense, fee or reimbursement for a third-party expense premium rather than as interest interest, (b) exclude voluntary prepayments and the effect thereof, and (Bc) exclude prepaymentsamortize, accelerationprorate, allocate and spread in equal or unequal parts the effects thereof. Nothing in any Loan Document shall be construed or so operate as to require or obligate the Borrowers, or any of them, to pay any interest, fees, costs, or charges greater than is permitted by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that the actual effective rate total amount of interest from time to time existing under throughout the Loan Documents, including all amounts agreed to by entire contemplated term of the Borrowers or charged or received by Obligations so that interest for the Administrative Agent, entire term does not exceed the Letter of Credit Issuers, or the Lenders pursuant to and in accordance with the Loan Documents, which may be deemed to be interest under any Requirement of Law, shall be deemed to be a rate which is agreed to and stipulated by the Borrowers and the Lenders in accordance with Requirements of LawMaximum Rate.
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Samples: Credit Agreement (Packaged Ice Inc)