Applicable Premium Sample Clauses
The "Applicable Premium" clause defines the specific amount or rate of premium that is to be paid under an insurance policy or contract. It typically outlines how the premium is calculated, such as whether it is a fixed sum, based on a percentage of coverage, or subject to adjustment depending on certain factors like risk level or policy changes. This clause ensures both parties are clear on the financial obligations involved, thereby preventing disputes over payment amounts and establishing a transparent basis for premium calculation.
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Applicable Premium. (i) If, prior to the date that is thirty (30) months after the Commitment Termination Date (which shall be extended by an amount of days equal to the aggregate Qualified Collateral Replenishment Periods to occur prior to the non-extended date that is thirty (30) months after the Commitment Termination Date), (A) the Borrower makes a voluntary prepayment of the Loans pursuant to Section 2.09(a) or a mandatory prepayment of the Loans pursuant to Section 2.09(b)(i), Section 2.09(b)(ii), Section 2.09(b)(iv) (other than in connection with Casualty Events), Section 2.09(b)(v) or Section 6.05(d), (B) the Loans are accelerated or (C) the Loans are subject to a mandatory assignment by a Non-Consenting Lender in accordance with Section 2.17(c), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, the Applicable Premium (with respect to the Loans).
(ii) The Applicable Premium shall become immediately due and payable, and Borrower will pay such premium, as compensation to the Lenders for the loss of their investment opportunity and not as a penalty, whether or not a Bankruptcy Event has commenced, and (if a Bankruptcy Event has commenced) without regard to whether such Bankruptcy Event is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Loans are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any other means. Without limiting the foregoing, any redemption, prepayment, repayment, or payment of the Loans in or in connection with a Bankruptcy Event shall constitute an optional prepayment thereof under the terms of Section 2.09(a) and require the immediate payment of the Applicable Premium. Any Applicable Premium payable pursuant to this Section 2.09(c) shall be presumed to be the liquidated damages sustained by each Lender as the result of the redemption and/or acceleration of its Loans and the Borrower agrees that it is reasonable under the circumstances in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Applicable Premium shall be in addition to, and not in lieu of, all principal payments and other amount due pursuant to this Agreement.
Applicable Premium. (a) Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
(b) Any Applicable Premium payable in accordance with this Section 4.3 shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.
(c) The Loan Parties expressly agree that:
(i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel;
(ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made;
(iii) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium;
(iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph;
(v) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Commitments and make the Loans, and
(vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and the Lenders or profits lost by the Agents and the Lenders as a result of such Applicable Premium Trigger Event.
Applicable Premium. (i) Upon the occurrence of an Applicable Premium Trigger Event, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares (solely in respect of the Term Loans), the Applicable Premium.
(ii) Any Applicable Premium payable in accordance with this Section 2.06(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.
(iii) The Loan Parties expressly agree that: (A) the Applicable Premium is reasonable and is the product of an arm's length transaction between sophisticated business people, ably represented by counsel;
Applicable Premium. With respect to the Initial Term Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans the 2024 Term Loans or, the JS Loans or the 2024-1 Term Loans), (A) upon the earliest to occur of: (I) the payment, prepayment, repayment or redemption of the Secured Obligations in full prior to the Maturity Date or (II) any Prepayment Event (other than any payment, prepayment or repayment under Sections 2.4(b), 2.6(a)(iii) (to the extent the Recovery Event Proceeds are reinvested pursuant to such Section), 2.6(a)(v) or 2.6(a)(vii)) (the events or circumstance set forth in clauses (I) and (II) above and clause (B) below (including, without limitation, the occurrence or commencement of any insolvency proceeding or other Bankruptcy Event), shall each be referred to herein as an “Prepayment Premium Event”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent (150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such payment, prepayment or repayment, (ii) at any time during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such payment, prepayment or repayment and (iii) at any time during or after the twenty-fifth (25) month after the Closing Date but prior to the date that is ninety (90) days before the Maturity Date, the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such payment, prepayment or repayment or (B) upon the making of any payment, prepayment or repayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal amount of the Initial Term Loans and Additional Term Loans (and not for the avoidance of doubt, the 2023 Term Loans, the 2024 Term Loans, or the JS Loans or the 2024-1 Term Loans) so prepaid (collectively clauses (A...
Applicable Premium. As used herein, "Applicable Premium" means ------------------ an amount calculated as of the date (the "Determination Date") fixed for the redemption of the Exchange Notes of such series as follows:
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(i) Upon any voluntary permanent reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i) , or in the event that all or any portion any of the Term Loans is repaid or prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Term Loans or after an Event of Default but excluding payments of the purchase price in connection with an assignment of the Loans or Commitments made pursuant to Section 12.02(c)) prior to the fourth anniversary of the Effective Date (each an “Applicable Premium Trigger Event”), such reduction, repayments or prepayments will be made together with a premium equal to (A) 2.00% of the amount reduced, repaid or prepaid and accompanied by the Make-Whole Amount as of the date of such reduction, repayment or prepayment, if such reduction, repayment or prepayment occurs on or prior to the second anniversary of the Effective Date, (B) 2.00% of the amount reduced, repaid or prepaid, if such reduction, repayment or prepayment occurs after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date, (C) 1.00% of the amount reduced, repaid or prepaid, if such reduction, repayment or prepayment occurs after the third anniversary of the Effective Date, but on or prior to the fourth anniversary of the Effective Date, and (D) 0% of the amount reduced, repaid or prepaid, if such reduction, repayment or prepayment occurs after the fourth anniversary of the Effective Date (the foregoing premiums (including the Make-Whole Amount), the “Applicable Premium”); provided that (1) the Applicable Premium shall not apply to (x) scheduled amortization Installment payments made by Borrower pursuant to Section 2.03 and (y) mandatory prepayments by Borrower pursuant to Sections 2.05(c)(i) and 2.05(c)(iv), (2) in case of any prepayment or repayment of Term Loans in a principal amount not to exceed $40,000,000 made in connection with a Change of Control occurring (x) on or before the 12-month anniversary of the Effective Date, such Applicable Premium shall be 1.00% of the Term Loans subject to such prepayment or repayment and (y) thereafter, such Applicable Premium shall be 0% and (3) with respect to the Delayed Draw Term Loans only, each reference to the Effective Date in this Secti...
Applicable Premium. Upon the occurrence of an Applicable Premium Trigger Event, Borrowers shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.
Applicable Premium. The term “
Applicable Premium. In the event of the occurrence of any Applicable Premium Triggering Event, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a premium equal to (i) if such Applicable Premium Triggering Event occurs prior to the date that is twelve (12) months after the Effective Date, the Make-Whole Amount with respect to the aggregate principal amount of Loans subject to such Applicable Premium Triggering Event (or, if such Applicable Premium Triggering Event occurs prior to the date that is twelve (12) months after the Effective Date and substantially concurrently with the consummation of a Sale Transaction, an amount equal to the positive difference between 5.00% of the aggregate principal amount of the Loans subject to such Applicable Premium Triggering Event and the Warrant FMV); provided that, in the case of this sub-clause (i), at the Borrower’s option, the Borrower may voluntarily prepay, at any time during such period, not more than 10% of the aggregate principal amount of the Loans outstanding on the first day of
Applicable Premium. With respect to each repayment or prepayment Loans under Section 2.05(a), Section 2.05(b)(i) and Section 2.05(b)(iii), any acceleration of the Loans and other Obligations pursuant to Section 8.02, any repayment, or any mandatory assignment of the Loans of any Lender by a Non-Consenting Lender in connection with a Repricing Transaction or any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall be required to pay with respect to the amount of the Loans repaid, prepaid, assigned or subject to a Repricing Transaction, in each case, concurrently with such repayment, prepayment, assignment or Repricing Transaction, the following amount (the “Applicable Premium”):
(i) if made prior to the third anniversary of the Original Closing Date, the Make-Whole Amount;
(ii) if made on or after the third anniversary but prior to the fourth anniversary of the Original Closing Date, a premium in an amount equal to 6.75% of the amount of the Loans being repaid, prepaid or assigned;
(iii) if made on or after the fourth anniversary but prior to the fifth anniversary of the Original Closing Date, 3.375% of the amount of the Loans being repaid, prepaid or assigned; and
(iv) if made on or after the fifth anniversary of the Original Closing Date, $0. It is understood and agreed that if the Loans are accelerated or otherwise become due prior to their Maturity Date, including without limitation as a result of any Event of Default described under Section 8.01(f), the Applicable Premium will also automatically be due and payable as though the Loans were being repaid, prepaid or assigned (or amended or otherwise modified pursuant to such amendment) and shall constitute part of the Obligations with respect to the Loans.