Pricing Level 1 means the Pricing Level that applies to each Advance (whether then outstanding or thereafter made) on and after, to each Letter of Credit (whether then outstanding or thereafter issued) on and after, and to each Commitment on and after, the date of receipt by the Administrative Agent of a schedule of computations referred to in Section 6.4(a) or (b) if the ratio of (a) the difference between Consolidated Long-Term Debt and the aggregate amount, if any, of Cash Equivalents held by FOC and its Subsidiaries in excess of the sum of the smallest aggregate amount of Cash Equivalents needed to be held by FOC in order for FOC to comply with the covenant contained in Section 7.10, all as determined on the last day of the fiscal quarter of FOC ended immediately before that date, to (b) Consolidated EBITDA for the Calculation Period ended on the last day of that fiscal quarter was less than 2.25:1.00, as demonstrated by that schedule; provided, however, that (i) if the information in any such schedule is incorrect and results in the payment of lower interest or fees than should have been paid based on the correct information, then the Borrower shall nevertheless be liable to the Lenders and the Administrative Agent for the correct amounts of interest and fees and will pay any unpaid portion of the same to the Administrative Agent for the benefit of the Person(s) entitled thereto, promptly upon demand therefor, and (ii) if FOC fails to deliver any such schedule by the required day, then Pricing Level 3 shall apply until FOC delivers such schedule and the appropriate Pricing Level can be determined.
Pricing Level 1 means the Pricing Level which would be applicable for so long as the higher of the Credit Ratings of Borrower is equal to BBB+ by S&P or Baa1 by Xxxxx'x.
Pricing Level 1 set forth in the tables above. Any increase or decrease in the Applicable Margin for the Revolving Credit Loans and Swingline Loans resulting from a change in the Consolidated First Lien Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date the certificate delivered pursuant to Section 9.1(d) is delivered to the Administrative Agent; provided that, at the option of the Required Lenders (with written notice to the Administrative Agent), the highest pricing level (as set forth in the tables above (i.e., “Pricing Level 1”)) shall apply as of the fifth Business Day after the date on which the certificate required to be delivered pursuant to Section 9.1(d) was required to have been delivered but has not been delivered pursuant to Section 9.1 and shall continue to so apply to and including the date on which such certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). In the event that the Administrative Agent and the Borrower determine that any Section 9.1 Financials previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (a) the Borrower shall as soon as practicable deliver to the Administrative Agent the correct Section 9.1 Financials for such Applicable Period, (b) the Applicable Margin for the Revolving Credit Loans and/or Swingline Loans, as applicable, shall be determined as if the pricing level for such higher Applicable Margin for the Revolving Credit Loans and/or Swingline Loans, as applicable, were applicable for such Applicable Period, and (c) the Borrower shall within 10 Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agent and Lenders with respect to “Applicable Margin” shall mean: (a) with respect to any Initial Term Loans, 4.50% per annum for Fixed Rate Loans and 3.50% per annum for ABR Lo...
Examples of Pricing Level 1 in a sentence
The Applicable Rate in effect from the Closing Date until adjusted as set forth above shall be set at Pricing Level 1.
The following are the levels of the hierarchy and a brief description of the type of valuation inputs that are used to establish each level: Pricing Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that our pricing sources have the ability to access.
Test 2: Pricing Level 1 (average $0.04 per mile)SACOG assumed a pricing scenario which added $0.04 per mile to auto operating costs, compared to the 2016 MTP/SCS.
The Applicable Rate in effect on the Closing Date shall be based on Pricing Level 1 until the first calculation date following the receipt by the Lender of the financial information and related compliance certificate for the first fiscal quarter ending after the Closing Date.
Notwithstanding the foregoing, if at any time (a) the Leverage Ratio is less than 35.00% and (b) one (1) of Parent’s or Borrower’s Debt Ratings is at least BBB+/Baa1 and the other is not lower than BBB/Baa2, then Pricing Level 1 shall apply.
More Definitions of Pricing Level 1
Pricing Level 1 means the Pricing Level that applies to each Advance (whether then outstanding or thereafter made) on and after, to each Letter of Credit (whether then outstanding or thereafter issued) on and after, and to each Commitment on and after, the date of receipt by the Administrative Agent of a schedule of computations referred to in Section 6.4(a) or (b) if the ratio of (a) the difference between Consolidated Funded Debt and the aggregate amount, if any, of cash and Cash Equivalents held by FTO and its Subsidiaries in excess of the sum of the smallest aggregate amounts of cash and Cash Equivalents needed to be held by FTO in order for FTO to comply with the covenants contained in Sections 7.11, 7.13 and 7.14, all as determined on the last day of the fiscal quarter of FTO ended immediately before that date, to (b) Consolidated EBITDA for the Calculation Period ended on the last day of that fiscal quarter was less than 2.0:1.0, as demonstrated by that schedule.
Pricing Level 1 set forth in the applicable grid above. Any increase or decrease in the Applicable Margin for Initial Term B Loans, Initial Term A Loans and Revolving Loans resulting from a change in the First Lien Leverage Ratio or Total Leverage Ratio, as applicable, shall become effective as of the first Business Day immediately following the date financial statements are delivered to the Agent pursuant to subsections 4.1(a) and 4.1(b); provided that the highest pricing level (as set forth in the applicable table above) shall automatically apply (a) as of the first Business Day after the date on which financial statements were required to have been delivered pursuant to subsection 4.1(a) or 4.1(b) but have not been delivered pursuant to subsection 4.1(a) or 4.1(b), as applicable, and shall continue to so apply to and including the date on which such financial statements are so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (b) as of the first Business Day after an Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default shall cease to be continuing (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). “Applicable Time” means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
Pricing Level 1 for the table set forth in clause (b) above shall apply without regard to the Consolidated First Lien Net Leverage Ratio (x) at any time after the date on which any annual or quarterly financial statement was required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but was not delivered (or the Compliance Certificate related to such financial statements was required to have been delivered pursuant to Section 6.02(a) but was not delivered), commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements (or, if later, the Compliance Certificate related to such financial statements) are delivered, or (y) at the election of the Majority Lenders under the applicable Tranche at such time, at all times if an Event of Default shall have occurred and be continuing.
Pricing Level 1 shall apply as of the first Business Day after an Event of Default under Section 8.01(3) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply); provided further that if the Borrower fails to provide notice to the Administrative Agent of a change in the Credit Rating from any rating agency (including a new Credit Rating or the discontinuance of a Credit Rating of the Term Facility), then upon notice from the Administrative Agent to the Borrower or from the Required Lenders to the Borrower and the Administrative Agent, the relevant change to the Applicable Margin that should have occurred as a result thereof shall be enacted with retroactive effect as if the Borrower had provided notice as provided above of such change; (b) The definition of “Class” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: As of the Second Refinancing Amendment Effective Date, after giving effect to the Second Refinancing Amendment and the funding of Term Loans thereunder,
Pricing Level 1. (as set forth above) shall apply as of the first Business Day after an Event of Default under Section 8.01(1) with respect to the Closing Date Revolving Facility, the Closing Date Term Loan Facility or the Delayed Draw Term Loan Facility, as applicable, shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). Notwithstanding anything herein to the contrary, Swing Line Loans may not be Eurodollar Rate Loans and (ii) Incremental Term Loans shall have the Applicable Rate set forth in the applicable Incremental Amendment.
Pricing Level 1 set forth in the tables above. Any increase or decrease in the Applicable Margin for the Revolving Credit Loans and Swingline Loans resulting from a change in the Consolidated First Lien Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date the certificate delivered pursuant to Section 9.1(d) is delivered to the Administrative Agent; provided that, at the option of the Required Lenders (with written notice to the Administrative Agent), the highest pricing level (as set forth in the tables above (i.e., “Pricing Level 1”)) shall apply as of the fifth Business Day after the date on which the certificate required to be delivered pursuant to Section 9.1(d) was required to have been delivered but has not been delivered pursuant to Section 9.1 and shall continue to so apply to and including the date on which such certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). In the event that the Administrative Agent and the Borrower determine that any Section 9.1 Financials previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a “Applicable Laws” shall mean, as to any Person, any international, foreign, provincial, territorial, federal, state, municipal, and local law (including common law and Environmental Laws), statute, regulation, by-law, ordinance, treaty, rule, order, code, regulation, decree, guideline, judgment, consent decree, writ, injunction, settlement agreement, governmental requirement and administrative or judicial precedents enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject. “Applicable Margin” shall mean: (a) with respect to any Initial Term Loans, 4.50% per annum for Fixed Rate Loans and 3.50% per annum for ABR Loans; (b) with respect to the 2022 Incremental Term Loans, 6.75% per annum for Fixed Rate Loans and 5.75% per annum for ABR Loans; and (c) with respect to the Revolving Credit Loans and Swingline Loans, the following percentages per annum, based upon the Consolidated First Lien Debt to Consolidated EBITDA Ratio as set forth in the most recent ce...
Pricing Level 1 means the Pricing Level which would be applicable for so long as the Collateral Pool Leverage Ratio is less than or equal to 55%.