Default Interest and Indemnity. 15.1 If interest in respect of any Note which is due and payable by the Issuer hereunder is not paid on the due date therefor or if any sum due and payable by the Issuer under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer to pay is discharged. 15.2 Any interest which shall have accrued under Clause 15.1 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) may specify by written notice to the Issuer, provided, however that any such interest which shall have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein. 15.3 The Issuer undertakes to indemnify each Noteholder against any cost, claim, loss, expense (including legal fees) or liability, which it may sustain or incur as a consequence of the occurrence of any default by the Issuer in the performance of any of the obligations expressed to be assumed by it in respect of the Notes.
Appears in 2 contracts
Sources: Unsecured Subordinated Note (Hungarian Telephone & Cable Corp), Unsecured Subordinated Note (Hungarian Telephone & Cable Corp)
Default Interest and Indemnity. 15.1 If (A) In the event of a failure of either of the Obligors to pay any sum other than interest in respect of any Note on the date on which such sum is due and payable pursuant to this Agreement and irrespective of any notice by the Issuer hereunder is not paid Agent to such Obligor in respect of such failure, such Obligor shall pay interest on the due date therefor or if any such sum due and payable by the Issuer under any judgment of any court in connection herewith is not paid on demand from the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred failure up to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as the case may be, the date of actual payment (as well after as before judgement) at the rate, increased by the Margin plus one per cent. (1 %), determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest multiple of one sixteenth of one per cent (1/16 %)) of the per annum rates, notified to the Agent by the Banks to be those at which deposits in the currency of the unpaid sum for such judgment and ending period as the Agent may select in its discretion (after consultation with the Banks) are offered to each Bank by prime banks in the Interbank Market for value two Business Days later as at 11:00 a.m. on the date upon Business Day immediately succeeding that on which the obligation Agent becomes aware of the Issuer to pay is discharged.
15.2 Any interest which failure and, so long as the failure continues, such rate shall have accrued be calculated on the same basis thereafter. Interest accruing under Clause 15.1 in respect of an unpaid sum this paragraph shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) at the end of the each period by reference to which it is calculated or on such other date or dates as such Noteholder(scalculated.
(B) may specify by written notice Without prejudice to the Issuer, provided, however that foregoing and irrespective of any such interest which shall have accrued as a result notice by the Agent to either of an event which, but for the payment Obligors in respect of such accrued interest as provided in Obligor's failure to make any payment when due, such Obligor shall indemnify the proviso set forth in Agent and the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder Banks against any costother damages, claim, loss, expense losses or expenses (including legal feeslosses incurred in paying overdraft interest or in liquidating or employing deposits from third parties acquired to make, fund or maintain the Loan or any part thereof) or liability, which it any of them may sustain or incur as a consequence of (i) the failure by such Obligor to pay any sum when due and payable under this Agreement, (ii) the occurrence of any default Event of Early Repayment, or (iii) an Advance requested in a Notice of Borrowing given by the Issuer relevant Obligor but not being made by reason of the operation of any one or more of the provisions hereof.
(C) If any sum due from either of the Obligors under this Agreement or any order or judgment given or made in relation hereto has to be converted from the currency (the "FIRST CURRENCY") in which the same is payable hereunder into another currency (the "SECOND CURRENCY") for the purpose of (i) making or filing a claim or proof against such Obligor, (ii) obtaining an order or judgement in any court or other tribunal or (iii) enforcing any order or judgement given or made in relation hereto, such Obligor shall indemnify and hold harmless each of the persons to whom such sum is due from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which such person may in the performance ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgement, claim or proof. The above indemnity shall constitute an independent obligation of the Obligors separate from each of their other obligations expressed hereunder and shall apply irrespective of any indulgence granted by the Agent or the Banks.
(D) Any prepayment or repayment of principal made under this Agreement shall, if made otherwise than on the Maturity Date relative to the amounts prepaid or repaid, be made together with accrued interest thereon and such additional amount as each Bank may certify as necessary to compensate it for any damages or losses incurred or to be assumed incurred by it in respect connection with such prepayment or repayment (including loss of Margin and losses on account of funds borrowed in order to make, fund or maintain its portion of the NotesLoan or any part thereof prepaid or repaid).
Appears in 2 contracts
Sources: Facilities Agreement (Wavetek Wandel & Goltermann Inc), Facilities Agreement (Wavetek Wandel & Goltermann Inc)
Default Interest and Indemnity. 15.1 19.1 If interest in respect of any Note which is sum due and payable by the Issuer Borrower hereunder is not paid on the due date therefor or if any sum due and payable by the Issuer Borrower under any judgment judgement of any court in connection herewith is not paid on the date of such judgmentjudgement, the period beginning on such due date or, as the case may be, the date of such judgement and ending on the date upon which the obligation of the Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an “"unpaid sum”") is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which be selected by the Lender.
19.2 During each such period relating thereto as is mentioned in Clause 19.1 an unpaid sum shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as per annum which is the case may besum from time to time of two per cent, the date of such judgment Margin and ending on the date upon which the obligation of the Issuer Base Rate from time to pay is dischargedtime applicable thereto.
15.2 19.3 Any interest which shall have accrued under Clause 15.1 19 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Lender may specify by written notice to the Issuer, provided, however that any such interest which shall have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided hereinBorrower.
15.3 19.4 The Issuer Borrower undertakes to indemnify each Noteholder against the Lender against:
(i) any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement; and
(ii) any loss it may suffer as a result of its funding an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof.
Appears in 2 contracts
Sources: Loan Agreement (Ci4net Com Inc), Facility Agreement (Ci4net Com Inc)
Default Interest and Indemnity. 15.1 If interest in respect of any Note which is due and payable by the Issuer hereunder is not paid on the due date therefor or if any sum due and payable by the Issuer under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “"unpaid sum”") shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer to pay is dischargeddischarged over successive periods selected by the relevant Noteholder(s). During each such period an unpaid sum shall bear interest at the rate of two per cent. (2%) per annum above the rate payable under Clause 14.1.
15.2 Any interest which shall have accrued under Clause 15.1 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) may specify by written notice to the Issuer, provided, however that any such interest which shall have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder against any cost, claim, loss, expense (including legal fees) or liability, which it may sustain or incur as a consequence of the occurrence of any default by the Issuer in the performance of any of the obligations expressed to be assumed by it in respect of the Notes.
Appears in 2 contracts
Sources: Unsecured Note (Postabank Es Takarekrenztar), Unsecured Note (Hungarian Telephone & Cable Corp)
Default Interest and Indemnity. 15.1 If interest in respect of any Note which is due and payable by the Issuer hereunder is not paid on the due date therefor or if any sum due and payable by the Issuer under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “"unpaid sum”") shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer to pay is discharged.
15.2 Any interest which shall have accrued under Clause 15.1 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) may specify by written notice to the Issuer, provided, however that any such interest which shall have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “"Interest Payment Default”", would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay such accrued interest is discharged, whether in accordance with the definition of “"Interest Payment Default” " or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder against any cost, claim, loss, expense (including legal fees) or liability, which it may sustain or incur as a consequence of the occurrence of any default by the Issuer in the performance of any of the obligations expressed to be assumed by it in respect of the Notes.
Appears in 2 contracts
Sources: Unsecured Subordinated Note (Hungarian Telephone & Cable Corp), Unsecured Subordinated Note (Hungarian Telephone & Cable Corp)
Default Interest and Indemnity. 15.1 25.1 If interest in respect of any Note which is sum due and payable by any of the Issuer Borrowers hereunder is not paid on the due date therefor in accordance with the provisions of Clause 27 or if any sum due and payable by any of the Issuer Borrowers under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "UNPAID SUM") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 25) be selected by the Agent.
15.2 25.2 During each such period relating thereto as is mentioned in Clause 25.1 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent., the Margin and LIBOR on the Quotation Date therefor and, in the case of any Advance denominated in sterling, the Associated Costs Rate Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin and the rate per annum equal to the cost to the Agent of funding such unpaid sum for such period from whatever source it may select; and
(ii) if such unpaid sum is all or part of the Advance which became due and payable on a day other than the last day of an Interest Period relating thereto, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Interest Period and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
25.3 Any interest which shall have accrued under Clause 15.1 25.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to such Borrower.
25.4 If any Bank or the IssuerAgent on its behalf receives or recovers all or any part of such Bank's share of an Advance otherwise than on the last day of an Interest Period relating to that Advance, provided, however that any the Borrowers shall pay to the Agent on demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon amount so received or recovered had it been received or recovered on the last day of that Interest Period exceeds (ii) the amount of interest which in the obligation opinion of the Issuer Agent would have been payable to pay the Agent on the last day of that Interest Period in respect of a dollar deposit equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “that Interest Payment Default” or as otherwise provided hereinPeriod.
15.3 The Issuer undertakes to indemnify (i) each Noteholder of the Agent and the Banks against any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any of the Issuer Borrowers in the performance of any of the obligations expressed to be assumed by it in respect this Agreement; and
(ii) each Bank against any loss it may suffer as a result of its funding an Advance requested by a Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof.
Appears in 1 contract
Default Interest and Indemnity. 15.1 19.1 If interest in respect of any Note which is sum due and payable by the Issuer Borrower hereunder is not paid on the due date therefor in accordance with the provisions of Clause 21 or if any sum due and payable by the Issuer Borrower under any judgment judgement of any court in connection herewith is not paid on the date of such judgmentjudgement, the period beginning on such due date or, as the case may be, the date of such judgement and ending on the date upon which the obligation of the Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an “"unpaid sum”") is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 19) be selected by the Bank.
19.2 During each such period relating thereto as is mentioned in Clause 19.1 an unpaid sum shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as per annum which is the case may besum from time to time of one per cent, the date of such judgment Margin and ending EURIBOR on the date upon Quotation Date therefor Provided that:
(i) if, for any such period, EURIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent, the Margin and the rate per annum equal to the cost to the Bank of funding such unpaid sum for such period from whatever source it may select; and
(ii) if such unpaid sum is all or part of an Advance which become due and payable on a day other than the obligation last day of the Issuer Term thereof, the first such period applicable thereto shall be of a duration equal to pay is dischargedthe unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent the rate which would have been applicable to it had it not so fallen due.
15.2 19.3 Any interest which shall have accrued under Clause 15.1 19.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Bank may specify by written notice to the IssuerBorrower.
19.4 If the Bank received or recovers all or any part of an Advance otherwise than on the last day of the Term thereof, provided, however that any such the Borrower shall pay to the Bank on demand an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (ii) the amount of interest which in the opinion of the Bank would have been payable to pay the Bank on the last day of the Term thereof in respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “Interest Payment Default” or as otherwise provided hereinthe applicable Term.
15.3 19.5 The Issuer Borrower undertakes to indemnify each Noteholder against the Bank against:
(i) any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
(ii) any loss it may suffer as a result of its entering into, or performing, any foreign exchange contract for the purposes of Clause 21; and
(iii) any loss it may suffer as a result of its funding an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof.
19.6 Any unpaid sum shall (for the purposes of this Clause 19, Clause 12.1 and the Fourth Schedule) be treated as an advance and accordingly in this Clause 19 and Clause 12.1 the term "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 19.1.
Appears in 1 contract
Default Interest and Indemnity. 15.1 22.01 If interest in respect of any Note which is sum due and payable by any Obligor under the Issuer hereunder Financing Documents is not paid on the due date therefor in accordance with the provisions of Clauses 23 and 24 or if any sum due and payable by the Issuer any Obligor under any judgment judgement of any court in connection herewith is not paid on the date of such judgmentjudgement, the period beginning on such due date or, as the case may be, the date of such judgement and ending on the date upon which the obligation of that Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) is discharged shall be divided into successive periods, each of which (other than the first, which shall commence on the date on which the unpaid sum became due and payable) shall start on the last day of the preceding such period and the duration of each of which shall be selected by the Agent and thereafter notified promptly to the Borrower and the Banks.
22.02 During each such period relating thereto as is mentioned in Clause 22.01 an unpaid sum shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as per annum which is the case may besum from time to time of two per cent. (2%), the date of Applicable Margin at such judgment time, any Mandatory Costs as determined by the Agent plus LIBOR applicable to such period provided that:
(i) if, for any such period, the Screen Rate is not available and ending on the date upon which the obligation only one or none of the Issuer Reference Banks was offering deposits in Sterling for the required period, the rate of interest applicable to pay such unpaid sum shall be determined by reference to the cost to each of the Reference Banks of obtaining such deposits from such sources as it may reasonably select; and
(ii) if such unpaid sum is dischargedall or part of an Advance which became due and payable on a day other than the last day of an Interest Period relating thereto, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Interest Period and the rate of interest applicable thereto during such period shall be that which exceeds by two per cent. (2%) the rate which would have been applicable to it had it not so fallen due.
15.2 22.03 Any interest which shall have accrued under Clause 15.1 22.02 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to Borrower or relevant member of the relevant Noteholder(sGroup (as applicable) at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to the Issuer, provided, however that Borrower.
22.04 If any Bank or the Agent on its behalf receives or recovers all or any part of such interest which shall have accrued as a result Bank's share of an event which, but Advance otherwise than on the last day of an Interest Period relating to that Advance the Borrower shall pay to the Agent on demand for the payment account of such accrued interest Bank such additional amount as provided is necessary to compensate such Bank for any loss (including loss of margin) or expense sustained or incurred in the proviso set forth in the definition of “liquidating or re-deploying funds utilised, acquired or committed to make, fund or maintain such Advances for such Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation Period.
22.05 The Borrower undertakes to indemnify:
(i) each of the Issuer to pay such accrued interest is discharged, whether in accordance with Agent and the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder Banks against any cost, claim, lossloss or expense, expense (including legal fees) or liability), which it may sustain or incur as a consequence of the occurrence any Event of Default or any default by the Issuer any Obligor in the performance of any of the obligations expressed to be assumed by it in respect any of the NotesFinancing Documents; and
(ii) each Bank against any loss it may suffer as a result of its funding an Advance requested by the Borrower but not made unless the Advance was not made because of default by such Bank.
22.06 Any unpaid sum shall (for the purposes of this Clause 22, Clause 14.01 and Schedule 5) be treated as an Advance and accordingly in this Clause 22, in Clause 14.01 and in Schedule 5 the term “Advance” includes any unpaid sum and the term “Interest Period” in relation to an unpaid sum includes each such period relating thereto as is mentioned in Clause 22.01
Appears in 1 contract
Default Interest and Indemnity. 15.1 24.1 If interest in respect of any Note which is sum due and payable by the Issuer hereunder Borrower under the Facility Documents is not paid on the due date therefor in accordance with the provisions of Clause 26 or if any sum due and payable by the Issuer Borrower under any judgment of any court in connection herewith therewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 24) be selected by the Agent having regard to when such unpaid sum is likely to be paid.
15.2 Any interest which shall have accrued under 24.2 During each such period relating thereto as is mentioned in Clause 15.1 in respect of 24.1 an unpaid sum shall bear interest or, insofar as it relates to unpaid interest, shall give rise to a claim for lump sum damages, at the rate per annum which is the sum from time to time of three per cent. per annum and FIBOR on the Quotation Date therefor Provided that:
(i) if, for any such period, FIBOR cannot be due and payable and determined, the rate of interest or, as the case may be, lump sum damages applicable to each Bank's portion of such unpaid sum shall be paid by the Issuer rate per annum which is the sum of three per cent. per annum and the rate per annum notified to the relevant Noteholder(s) at Agent by such Bank as soon as practicable after the end beginning of the such period by reference to as being that which it is calculated or on such other date or dates as such Noteholder(s) may specify by written notice to the Issuer, provided, however that any such interest which shall have accrued expresses as a result percentage rate per annum the cost to such Bank of an event which, but for the payment funding from whatever source it may select its portion of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay unpaid sum for such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder against any cost, claim, loss, expense (including legal fees) or liability, which it may sustain or incur as a consequence of the occurrence of any default by the Issuer in the performance of any of the obligations expressed to be assumed by it in respect of the Notes.period; and
Appears in 1 contract
Sources: Senior Subordinated Facility Agreement (Ifco Systems Nv)
Default Interest and Indemnity. 15.1 21.1 If interest in respect of any Note which is sum due and payable by either of the Issuer Obligors hereunder is not paid on the due date therefor in accordance with the provisions of Clause 23 or if any sum due and payable by either of the Issuer Obligors under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 21) be selected by the Agent.
15.2 21.2 During each such period relating thereto as is mentioned in Clause 21.1 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent., the Margin and LIBOR on the Quotation Date therefor Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin and the rate per annum determined by the Agent to be the weighted arithmetic mean (rounded upwards, if not already such a multiple, to the nearest whole multiple of one-sixteenth of one per cent.) of the rates notified by each Bank to the Agent before the last day of such period to be those which express as a percentage rate per annum the cost to it of funding from whatever source it may select its portion of such unpaid sum for such period; and
(ii) if such unpaid sum is all or part of an Advance which became due and payable on a day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
21.3 Any interest which shall have accrued under Clause 15.1 21.2 in respect of an any unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Obligor owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to such Obligor.
21.4 If any Bank or the IssuerAgent on its behalf receives or recovers all or any part of such Bank's share of an Advance otherwise than on the last day of the Term thereof, provided, however that any the Borrower shall pay to the Agent on demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (ii) the amount of interest which in the opinion of the Agent would have been payable to pay the Agent on the last day of the Term thereof in respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “Interest Payment Default” or as otherwise provided hereinthe Term thereof.
15.3 21.5 The Issuer Borrower undertakes to indemnify indemnify:
(i) each Noteholder of the Agent, the Arrangers and the Banks against any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it any of them may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
(ii) the Agent against any loss it may suffer as a result of its entering into, or performing, any foreign exchange contract for the purposes of Part 10;
(iii) each Bank against any loss it may suffer as a result of its funding its portion of an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof; and
(iv) each Bank against any loss it may suffer as a result of an Advance having been requested in an Optional Currency and such Bank funding its portion of such Advance in such Optional Currency but such Advance being denominated in dollars and being made in dollars by reason of the provisions of Clause 6.5(ii).
21.6 Any unpaid sum shall (for the purposes of this Clause 21 and Clause 13.1) be treated as an advance and accordingly in this Clause 21 the term "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 21.1. Part 10
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Incentive Ab)
Default Interest and Indemnity. 15.1 22.1 If interest in respect of any Note which is sum due and payable by the Issuer an Obligor hereunder is not paid on the due date therefor in accordance with the provisions of Clause 24 or if any sum other than a sum as previously referred to in this Clause 22.1 due and payable by the Issuer such Obligor under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 22) be selected by the Agent having regard to the likely period of default.
15.2 22.2 During each such period relating thereto as is mentioned in Clause 22.1 an unpaid sum shall bear interest (before as well as after judgment) at the rate per annum which is the sum from time to time of one per cent., the Margin, the Mandatory Cost in respect thereof at such time (if applicable) and LIBOR or, in relation to any Advance in euro, EURIBOR on the Quotation Date therefor provided that:
22.2.1 if, for any such period, LIBOR, or, in relation to any Advance in euro, EURIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin, the Mandatory Cost in respect thereof at such time (if applicable) and the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to four decimal places) of the rates notified by each Reference Bank to the Agent before the last day of such period to be those which express as a percentage rate per annum the cost to it of funding from whatever sources it may reasonably select its portion of such unpaid sum for such period; and
22.2.2 if such unpaid sum is all or part of an Advance which became due and payable on a day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
22.3 Any interest which shall have accrued under Clause 15.1 22.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Obligor at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to that Obligor.
22.4 If any Bank or the IssuerAgent on its behalf receives or recovers all or any part of such Bank's share of an Advance otherwise than on the last day of the Term thereof, provided, however that any the Borrower shall pay to the Agent within three business days of the Agent's demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (ii) the amount of interest which, in the reasonable opinion of the Agent, would have been payable to pay the Agent or such accrued interest is discharged, whether Bank (as applicable) on the last day of the Term thereof in accordance respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the definition third business day following the date of “Interest Payment Default” such receipt or as otherwise provided hereinrecovery and ending on the last day of the Term thereof.
15.3 22.5 The Issuer Borrower undertakes to indemnify within three business days of the Agent's demand:
22.5.1 each Noteholder of the Agent, the Arrangers and the Banks against any reasonable cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it any of them may sustain or incur as a direct consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
22.5.2 the Agent against any reasonable cost or loss it may suffer or incur as a result of (i) its entering into, or performing, any foreign exchange contract for the purposes of Clause 24 or (ii) its implementing the provisions of Clause 23;
22.5.3 each Bank against any reasonable loss it may suffer as a result of its funding its portion of an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any provision hereof;
22.5.4 each Bank against any loss it may suffer or incur as a result of its funding its portion of an Advance in an Optional Currency which is denominated in a Committed Currency by reason of the provisions of sub-clauses 6.2.1 or 6.2.2 of Clause 6.2; and
22.5.5 each Bank against any cost or loss it may suffer as a result of any minimum reserve requirements imposed on it by the European Central Bank in relation to a Utilisation or any funding of a Utilisation (except to the extent such losses are caused by the wilful misconduct or gross negligence of such Bank). A Bank intending to make a claim pursuant to this sub-clause shall deliver to the Agent a certificate setting out in reasonable detail the basis of such claim whereupon the Agent shall deliver to the Borrower a copy of such certificate.
22.6 Any unpaid sum shall (for the purposes of this Clause 22, Clause 12.1 and Schedule 5 (Mandatory Cost)) be treated as an advance and accordingly in this Clause 22 and Schedule 5 (Mandatory Cost) the term "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 22.1.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Mbna Corp)
Default Interest and Indemnity. 15.1 29.1 If interest in respect of any Note which is sum due and payable by any of the Issuer hereunder Borrowers under any of the Finance Documents is not paid on the due date therefor in accordance with the provisions of Clause 31 or if any sum due and payable by any of the Issuer Borrowers under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "UNPAID SUM") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 29) be selected by the Facility Agent but which shall not exceed three months.
15.2 29.2 During each such period relating thereto as is mentioned in Clause 29.1 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent., the Applicable Margin at such time (and, in the case of any such sum denominated in sterling, the Associated Costs Rate in respect thereof at such time) and LIBOR on the first day of the Term thereof Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Applicable Margin at such time (and, in the case of any such sum denominated in sterling, the Associated Costs Rate in respect thereof at such time) and the rate per annum determined by the Facility Agent to be the arithmetic mean (rounded upwards, if not already such a multiple, to the nearest 0.00001 per cent.) of the rates notified by each Reference Bank to the Facility Agent before the last day of such period to be those which express as a percentage rate per annum the cost to it of funding from whatever sources it may select its portion of such unpaid sum for such period; and
(ii) if such unpaid sum is all or part of an Advance which became due and payable on a day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due, and
(iii) if such unpaid sum is all or part of a Dollar Swing-Line Advance or any interest which shall have accrued hereunder in relation thereto, then each Swing-Line Bank's portion of such unpaid sum shall bear interest at the rate per annum determined by the Facility Agent to be the sum of one per cent. and the Dollar Swing-Line Rate (or, if the Federal Funds Rate cannot be determined, the higher of the cost to such Swing-Line Bank of funding its portion of such unpaid sum from whatever sources it may reasonably select and the Prime Rate) from time to time.
29.3 Any interest which shall have accrued under Clause 15.1 29.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Facility Agent may specify by written notice to such Borrower.
29.4 If any Bank or an Agent on its behalf receives or recovers all or any part of an Advance made by such Bank otherwise than on the Issuerlast day of the Term thereof, provided, however that any the Borrower to which such Advance was made shall pay to the Facility Agent on demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (ii) the amount of interest which in the reasonable opinion of the Facility Agent would have been payable to pay the Facility Agent on the last day of the Term thereof in respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the business day (or, in the case of an Optional Currency, the second business day) following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “Interest Payment Default” or as otherwise provided hereinthe Term thereof.
15.3 The Issuer 29.5 PLC undertakes to indemnify indemnify:
(i) each Noteholder of the Agents, the Arrangers and the Banks against any cost, claim, loss, loss or expense (including including, without limitation, legal fees) or liabilitytogether with any VAT thereon, which it any of them may properly sustain or incur as a consequence of the occurrence of any Event of Default or any default by any of the Issuer Borrowers in the performance of any of the obligations expressed to be assumed by it in respect the Finance Documents;
(ii) any Agent against any loss it may suffer as a result of its entering into, or performing, any foreign exchange contract for the purposes of, and in accordance with, Part 11; and
(iii) each Bank against any loss it may suffer as a result of its funding an Advance or accepting Bills requested by any of the NotesBorrowers hereunder but not made or, as the case may be, discounted or deemed to be discounted by reason of the operation of any one or more of the provisions hereof other than as a result of a breach by such Bank of its obligations hereunder.
29.6 Any unpaid sum shall (for the purposes of this Clause 29, Clause 19.1 and the Sixth Schedule) be treated as an advance and accordingly in this Clause 29, Clause 19.1 and the Sixth Schedule the term "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 29.1.
Appears in 1 contract
Sources: Multicurrency Multi Option Facility Agreement (Pearson Merger Co Inc)
Default Interest and Indemnity. 15.1 21.1 If interest in respect of any Note which is sum due and payable by either of the Issuer Obligors hereunder is not paid on the due date therefor in accordance with the provisions of Clause 23 or if any sum due and payable by either of the Issuer Obligors under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 21) be selected by the Agent.
15.2 21.2 During each such period relating thereto as is mentioned in Clause 21.1 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent., the Margin (and, in the case of any such sum denominated in sterling, the Associated Costs Rate in respect thereof at such time) and LIBOR on the Quotation Date therefor Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin (and, in the case of any such sum denominated in sterling, the Associated Costs Rate in respect thereof at such time) and the rate per annum determined by the Agent to be the weighted arithmetic mean (rounded upwards, if not already such a multiple, to the nearest whole multiple of one-sixteenth of one per cent.) of the rates notified by each Bank to the Agent before the last day of such period to be those which express as a percentage rate per annum the cost to it of funding from whatever source it may select its portion of such unpaid sum for such period; and
(ii) if such unpaid sum is all or part of an Advance which became due and payable on a day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
21.3 Any interest which shall have accrued under Clause 15.1 21.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Obligor owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to such Obligor.
21.4 If any Bank or the IssuerAgent on its behalf receives or recovers all or any part of such Bank's share of an Advance otherwise than on the last day of the Term thereof, provided, however that any the Borrower shall pay to the Agent on demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (ii) the amount of interest which in the opinion of the Agent would have been payable to pay the Agent on the last day of the Term thereof in respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “Interest Payment Default” or as otherwise provided hereinthe Term thereof.
15.3 21.5 The Issuer Borrower undertakes to indemnify indemnify:
(i) each Noteholder of the Agent, the Arrangers and the Banks against any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it any of them may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
(ii) the Agent against any loss it may suffer as a result of its entering into, or performing, any foreign exchange contract for the purposes of Part 10;
(iii) each Bank against any loss it may suffer as a result of its funding its portion of an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof; and
(iv) each Bank against any loss it may suffer as a result of an Advance having been requested in an Optional Currency and such Bank funding its portion of such Advance in such Optional Currency but such Advance being denominated in dollars and being made in dollars by reason of the provisions of Clause 6.5(ii).
21.6 Any unpaid sum shall (for the purposes of this Clause 21, Clause 13.1 and the Sixth Schedule) be treated as an advance and accordingly in this Clause 21 and the Sixth Schedule the term "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 21.1. Part 10
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Incentive Ab)
Default Interest and Indemnity. 15.1 If interest (1) In the event that the Borrower fails to pay any amount payable under any Document to the Agent, whether for its own account or that of the Banks on its due date and irrespective of any notice to the Borrower in respect of any Note such failure, the Borrower will pay to the Agent for the account of the appropriate party interest on such amount, which is due and payable by interest will be calculated daily according to the Issuer hereunder is not paid on regular practice of the due date therefor or if any sum due and payable by Agent, for the Issuer under any judgment of any court in connection herewith is not paid period commencing on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as the case may be, the date of such judgment failure and ending on the date upon of actual payment (both before and after demand, default and judgment) at a rate of interest per annum equal to the Prime Rate plus 3%, such interest to be compounded on the last Banking Day of each month during the period of arrears.
(2) The Borrower will fully indemnify and hold the Agent and each Bank harmless from and against any loss, expense, damage or liability incurred by it with respect to any Drawdown or proposed Drawdown which the obligation of the Issuer to pay is discharged.
15.2 Any interest which shall have accrued under Clause 15.1 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) at the end of the period by reference to which it is calculated Agent or on such other date or dates as such Noteholder(s) may specify by written notice to the Issuer, provided, however that any such interest which shall have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer to pay such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder against any cost, claim, loss, expense (including legal fees) or liability, which it Bank may sustain or incur as a consequence result of (i) the failure of the occurrence Borrower to utilize the Credit in the manner specified in a Drawdown Notice (including if such failure was caused by its failure to meet all conditions precedent), (ii) the failure of the Borrower to pay any sum on its due date, (iii) any prepayment under this Agreement or otherwise in connection with this Agreement, or (iv) any Event of Default. Without prejudice to the generality of the foregoing, the foregoing indemnity will extend to any interest, fees or other sums whatsoever paid or payable on account of any default funds borrowed by the Issuer a Bank in the performance order to carry any unpaid amount and to any loss (including loss of profit), premium, penalty or expense which may be incurred by such Bank in liquidating or employing deposits from third parties acquired to make, maintain or fund a drawdown or any of the obligations expressed part thereof or any amount due or to be assumed by it in respect of the Notesbecome due under this Agreement.
Appears in 1 contract
Default Interest and Indemnity. 15.1 22.01 If interest in respect of any Note which is sum due and payable by any Obligor under the Issuer hereunder Financing Documents is not paid on the due date therefor in accordance with the provisions of Clauses 23 and 24 or if any sum due and payable by the Issuer any Obligor under any judgment judgement of any court in connection herewith is not paid on the date of such judgmentjudgement, the period beginning on such due date or, as the case may be, the date of such judgement and ending on the date upon which the obligation of that Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) is discharged shall be divided into successive periods, each of which (other than the first, which shall commence on the date on which the unpaid sum became due and payable) shall start on the last day of the preceding such period and the duration of each of which shall be selected by the Agent and thereafter notified promptly to the Borrower and the Lenders.
22.02 During each such period relating thereto as is mentioned in Clause 22.01 an unpaid sum shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as per annum which is the case may besum from time to time of two per cent. (2%), the date of Applicable Margin at such judgment time, any Mandatory Costs as determined by the Agent plus LIBOR applicable to such period provided that:
(i) if, for any such period, the Screen Rate is not available and ending on the date upon which the obligation only one or none of the Issuer Reference Banks was offering deposits in Sterling for the required period, the rate of interest applicable to pay such unpaid sum shall be determined by reference to the cost to each of the Reference Banks of obtaining such deposits from such sources as it may reasonably select; and
(ii) if such unpaid sum is dischargedall or part of an Advance which became due and payable on a day other than the last day of an Interest Period relating thereto, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Interest Period and the rate of interest applicable thereto during such period shall be that which exceeds by two per cent. (2%) the rate which would have been applicable to it had it not so fallen due.
15.2 22.03 Any interest which shall have accrued under Clause 15.1 22.02 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to Borrower or relevant member of the relevant Noteholder(sGroup (as applicable) at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to the Issuer, provided, however that Borrower.
22.04 If any Lender or the Agent on its behalf receives or recovers all or any part of such interest which shall have accrued as a result Lender's share of an event which, but Advance otherwise than on the last day of an Interest Period or the Term relating to that Advance the Borrower shall pay to the Agent on demand for the payment account of such accrued interest Lender such additional amount as provided is necessary to compensate such Lender for any loss (including loss of margin) or expense sustained or incurred in the proviso set forth in the definition of “liquidating or re-deploying funds utilised, acquired or committed to make, fund or maintain such Advances for such Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation Period or Term.
22.05 The Borrower undertakes to indemnify:
(i) each of the Issuer to pay such accrued interest is discharged, whether in accordance with Agent and the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to indemnify each Noteholder Lenders against any cost, claim, lossloss or expense, expense (including legal fees) or liability), which it any of them may sustain or incur as a consequence of the occurrence any Event of Default or any default by the Issuer any Obligor in the performance of any of the obligations expressed to be assumed by it in respect any of the NotesFinancing Documents; and
(ii) each Lender against any loss it may suffer as a result of its funding an Advance requested by the Borrower but not made unless the Advance was not made because of default by such Lender.
22.06 Any unpaid sum shall (for the purposes of this Clause 22, Clause 14.01 and Schedule 5) be treated as an Advance and accordingly in this Clause 22, in Clause 14.01 and in Schedule 5 the term “Advance” includes any unpaid sum and the term “Interest Period” in relation to an unpaid sum includes each such period relating thereto as is mentioned in Clause 22.01.
Appears in 1 contract
Sources: Supplemental Mezzanine Facility Agreement (Sportech PLC)
Default Interest and Indemnity. 15.1 23.1 If interest in respect of any Note which is sum due and payable by the Issuer an Obligor hereunder is not paid on the due date therefor in accordance with the provisions of Clause 25 or if any sum other than a sum as previously referred to in this Clause 23.1 due and payable by the Issuer such Obligor under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum”) is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 23) be selected by the Agent having regard to the likely period of default.
15.2 23.2 During each such period relating thereto as is mentioned in Clause 23.1 an unpaid sum shall bear interest (before as well as after judgment) at the rate per annum which is the sum from time to time of one per cent., the Margin, the Mandatory Cost in respect thereof at such time (if applicable) and LIBOR on the Quotation Date therefor provided that:
23.2.1 if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin, the Mandatory Cost in respect thereof at such time (if applicable) and the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to four decimal places) of the rates notified by each Reference Bank to the Agent before the last day of such period to be those which express as a percentage rate per annum the cost to it of funding from whatever sources it may reasonably select its portion of such unpaid sum for such period; and
23.2.2 if such unpaid sum is all or part of an Advance which became due and payable on a day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
23.3 Any interest which shall have accrued under Clause 15.1 23.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Obligor at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to that Obligor.
23.4 If any Bank or the IssuerAgent on its behalf receives or recovers all or any part of such Bank’s share of an Advance otherwise than on the last day of the Term thereof, provided, however that any the Borrower shall pay to the Agent within three business days of the Agent’s demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (ii) the amount of interest which, in the reasonable opinion of the Agent, would have been payable to pay the Agent or such accrued interest is discharged, whether Bank (as applicable) on the last day of the Term thereof in accordance respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the definition third business day following the date of “Interest Payment Default” such receipt or as otherwise provided hereinrecovery and ending on the last day of the Term thereof.
15.3 23.5 The Issuer Borrower undertakes to indemnify within three business days of the Agent’s demand:
23.5.1 each Noteholder of the Agent, the Arrangers and the Banks against any reasonable cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it any of them may sustain or incur as a direct consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
23.5.2 the Agent against any reasonable cost or loss it may suffer or incur as a result of (i) its entering into, or performing, any foreign exchange contract for the purposes of Clause 25 or (ii) its implementing the provisions of Clause 24;
23.5.3 each Bank against any reasonable loss it may suffer as a result of its funding its portion of an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any provision hereof;
23.5.4 each Bank against any loss it may suffer or incur as a result of its funding its portion of an Advance in an Optional Currency which is denominated in a Committed Currency by reason of the provisions of sub-clauses 6.2.1 or 6.2.2 of Clause 6.2; and
23.5.5 each Bank against any cost or loss it may suffer as a result of any minimum reserve requirements imposed on it by the European Central Bank in relation to a Utilisation or any funding of a Utilisation (except to the extent such losses are caused by the wilful misconduct or gross negligence of such Bank). A Bank intending to make a claim pursuant to this sub-clause shall deliver to the Agent a certificate setting out in reasonable detail the basis of such claim whereupon the Agent shall deliver to the Borrower a copy of such certificate.
23.6 Any unpaid sum shall (for the purposes of this Clause 23, Clause 13.1 and Schedule 6 (Mandatory Cost)) be treated as an advance and accordingly in this Clause 23 and Schedule 6 (Mandatory Cost) the term “Advance” includes any unpaid sum and “Term”, in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 23.1.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Sterling Acceptance Facility Agreement (Mbna Corp)
Default Interest and Indemnity. 15.1 19.01 If interest in respect of any Note which is sum due and payable by the Issuer Borrower hereunder is not paid on the due date therefor in accordance with the provisions of Clause 21 or if any sum due and payable by the Issuer Borrower under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum") is discharged, shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding period and the duration of each of which shall be selected by the Bank.
15.2 19.02 During each such period relating thereto as is mentioned in Clause 19.01 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent, the Applicable Margin and the Reference Rate, provided that:
(i) if, for any such period, none of the Reference Banks was offering dollar deposits for the required period, the rate of interest applicable to such unpaid sum shall be determined in accordance with the foregoing provisions of this Clause 19.02 but by reference to the weighted average of the rates, as notified to the Borrower by the Bank, which expresses as a percentage rate per annum the cost to such Bank of funding its portion of such unpaid sum for such period from whatever sources it may reasonably select; and
(ii) if such unpaid sum is all or part of an Advance which became due and payable on a day other than the Repayment Date thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of the Term of such Advance and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent the rate which would have been applicable to it had it not so fallen due.
19.03 Any interest which shall have accrued under Clause 15.1 19.02 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Paying Agent may specify by written notice to the IssuerBorrower.
19.04 If the Bank or the Paying Agent on its behalf receives or recovers all or part of an Advance otherwise than on the Repayment Date thereof, provided, however that any such the Borrower shall pay to the Paying Agent on demand for account of the Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon amount so received or recovered had it been received or recovered on the Repayment Date thereof exceeds (ii) the amount which in the obligation opinion of the Issuer Bank would have been payable to pay the Bank on the Repayment Date thereof in respect of a deposit of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition of “Interest Payment Default” or as otherwise provided hereinRepayment Date thereof.
15.3 19.05 The Issuer Borrower undertakes to indemnify each Noteholder the Bank:
(i) against any costloss or expense, claim, loss, expense (including legal fees) or liability, which it the Bank may sustain or incur as a consequence of the occurrence of any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
(ii) against any loss it may suffer as a result of its funding its portion of an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions of this Agreement.
19.06 Any unpaid sum shall (for the purposes of this Clause 19 and of Clause 11.01) be treated as an advance and, accordingly, in this Clause 19 and in Clause 11.01, "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 19.01.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Wolters Kluwer Nv /Adr/)
Default Interest and Indemnity. 15.1 25.1 If interest in respect of any Note which is sum due and payable by any of the Issuer hereunder Obligors under any of the Finance Documents is not paid on the due date therefor in accordance with the provisions of Clause 27 (Payments) or if any sum due and payable by any of the Issuer Obligors under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Obligor to pay such sum is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 25) be selected by the Agent.
15.2 25.2 During each such period relating thereto as is mentioned in Clause 25.1 of this Clause 25 an Unpaid Sum shall bear interest at the rate per annum which is the sum from time to time of one per cent. above the percentage rate which would apply if such Unpaid Sum had been an Advance in the amount and currency of such Unpaid Sum for the same Term provided that if such unpaid sum became due and payable on the day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
25.3 Any interest which shall have accrued under Clause 15.1 25.2 of this Clause 25 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Obligor owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by not less than 3 business days written notice to such Obligor.
25.4 If any Bank or the IssuerAgent on its behalf receives or recovers all or any part of such Bank’s share of an Advance or Unpaid Sum otherwise than on the last day of the Term thereof, provided, however that any the Borrower to whom such Advance was made shall pay to the Agent within 3 business days after demand for account of such Bank an amount equal to the amount (if any) by which (a) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon which amount so received or recovered had it been received or recovered on the obligation last day of the Issuer Term thereof exceeds (b) the amount of interest which in the reasonable opinion of the Agent would have been payable to the Agent on the last day of the Term thereof in respect of a deposit in the currency of the amount so received or recovered and equal to the amount so received or recovered placed by it with a prime bank in the relevant interbank market for a period starting on the next business day (in the case of sterling) or the third business day (in any other case) following the date of such receipt or recovery and ending on the last day of the Term thereof, provided that if:
25.4.1 the amount specified in (b) exceeds the amount specified in (a); and
25.4.2 the reason for early receipt of an Advance is prepayment pursuant to Clause 10.3 of Clause 10 (Cancellation) or Clause 14 (Illegality), then the Bank will pay the amount of such accrued interest is discharged, whether in accordance with excess to the definition of “Interest Payment Default” or as otherwise provided hereinGuarantor within 3 business days after demand from the Guarantor.
15.3 25.5 The Issuer Guarantor undertakes to indemnify each Noteholder indemnify:
25.5.1 the Bank against any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it the Bank may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any of the Issuer Borrowers in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
25.5.2 the Bank against any cost or loss it may suffer or incur as a result of its entering into, or performing, any foreign exchange contract for the purposes of Clause 27 (Payments), provided that the Bank and the Guarantor have agreed the exchange rate (and excluding any cost or loss resulting from the Bank’s inability to enter into or match any foreign exchange contract at the agreed rate);
25.5.3 the Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund an Advance requested by the Borrower hereunder but not made as a result of the Notesoperation of this Agreement; and
25.5.4 the Bank against any cost or loss it may suffer or any reduction in its return on capital that it would have been able to obtain but for entering into or performing its obligations under this Agreement as a result of any minimum reserve requirements imposed on it by the European Central Bank in relation to an Advance or any funding of an Advance.
25.6 Any unpaid sum shall (for the purposes of this Clause 25 and Clause 13.1 (Increased Costs)) be treated as an advance and accordingly in this Clause 25 and Clause 13.1 (Increased Costs) the term “Advance” includes any unpaid sum and “Term”, in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 25.1.
Appears in 1 contract
Default Interest and Indemnity. 15.1 24.1 If interest in respect of any Note which is sum due and payable by either of the Issuer Obligors hereunder is not paid on the due date therefor in accordance with the provisions of Clause 26 or if any sum due and payable by either of the Issuer Obligors under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer such Obligor to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "unpaid sum") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 24) be selected by the Bank.
15.2 24.2 During each such period relating thereto as is mentioned in Clause 24.1 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent., the Margin, the Associated Costs Rate in respect thereof at such time and LIBOR on the Quotation Date therefor Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin, the Associated Costs Rate in respect thereof at such time and the rate per annum equal to the cost to the Bank of funding such unpaid sum for such period from whatever source it may select; and
24.3 Any interest which shall have accrued under Clause 15.1 24.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Obligor owing such unpaid sum at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Bank may specify by written notice to such Obligor.
24.4 If the IssuerBank receives or recovers all or any part of an Advance otherwise than on the last day of an Interest Period relating to that Advance, provided, however that any such the Principal Borrowers shall pay to the Bank on demand an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon amount so received or recovered had it been received or recovered on the last day of that Interest Period exceeds (ii) the amount of interest which in the obligation opinion of the Issuer Bank would have been payable to pay the Bank on the last day of that Interest Period in respect of a sterling deposit equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “that Interest Payment Default” or as otherwise provided hereinPeriod.
15.3 24.5 The Issuer undertakes Borrowers undertake to indemnify each Noteholder against the Bank against:
(i) any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Issuer Borrowers or any of them in the performance of any of the obligations expressed to be assumed by them in this Agreement; and
(ii) any loss it in respect may suffer as a result of its funding an Advance requested by the Borrowers hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof.
24.6 Any unpaid sum shall (for the purposes of this Clause 24, Clause 14.1 and the Third Schedule) be treated as an advance and accordingly in this Clause 24, Clause 14.1 and the Third Schedule the term "Advance" includes any unpaid sum and the term "Interest Period", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 24.1.
Appears in 1 contract
Default Interest and Indemnity. 15.1 If interest in respect 12.01 In the event of a failure by the Borrower to pay any Note sum on the date on which such sum is due and payable pursuant to this Agreement and irrespective of any notice by the Issuer hereunder is not paid Agent or any other Person to the Borrower in respect of such failure, the Borrower shall pay interest on the due date therefor or if any sum due and payable by the Issuer under any judgment of any court in connection herewith is not paid such sum, on demand, from the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred failure up to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 beginning on such due date or, as the case may be, the date of actual payment (both after and before any judgment) at the rate, increased by the sum of the Margin plus 2% (two percent), determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest four decimal places) of the rates notified to the Agent by the Reference Banks to be those at which deposits in Deutsche Mark or U.S. Dollars as the Agent may select in its ▇▇▇▇retion (after consultation with the Banks) for such judgment and ending period as the Agent may select in its discretion (after consultation with the Banks) are so offered to each Reference Bank by prime banks in the London interbank Euro-currency market at or about 11:00 a.m. (London time) for value 2 (two) Business Days after the Business Day immediately succeeding that on which the Agent becomes aware of such failure and, so long as the failure continues, such rate shall be recalculated on the date upon which same basis thereafter, provided that:
(a) if any Reference Bank is unable or otherwise fails to furnish a quotation for the obligation purposes of this SECTION 12.01, the interest rate shall be determined on the basis of the Issuer quotation(s) furnished by the remaining Reference Bank(s); and
(b) if for any such period, none of the Reference Banks was offered deposits in the required amount and for the required period, the rate of interest applicable thereto shall be the weighted average (having regard to pay is discharged.
15.2 Any interest the respective portions of such unpaid sum) (rounded upwards, if necessary to the nearest four decimal places) per annum of the respective rates notified to the Agent by each Reference Bank as being that which shall have accrued expresses as a percentage rate per annum the cost to such Reference Bank of obtaining such deposits from such sources as it may select having reasonable regard to the interests of the Borrower. Interest accruing under Clause 15.1 in respect of an unpaid sum this SECTION 12.01 shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) at the end of the each period by reference to which it is calculated or on such other date or dates as such Noteholder(s) may specify by written notice calculated.
12.02 Without prejudice to the Issuer, provided, however that foregoing and irrespective of any such interest which shall have accrued as a result of an event which, but for notice by the payment of such accrued interest as provided Agent or any other Person to the Borrower in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be payable on the date upon which the obligation respect of the Issuer Borrower's failure to pay such accrued interest is dischargedmake any payment when due or in respect of any other matter relating to this SECTION 12.02, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein.
15.3 The Issuer undertakes to Borrower shall indemnify each Noteholder the Agent and the Banks against any costand all damages, claimlosses or expenses (including, losswithout limitation, expense (losses incurred in paying default interest or in liquidating or employing deposits from third parties acquired to make, fund or maintain the Loan or any part thereof, including legal feesinterest and penalties on unpaid Taxes, if any, and including losses on foreign currency exchanges, if any, with respect to portions of the Loan denominated in U.S. Dollars) or liability, which it any of them may properly and reasonably sustain or incur as a consequence of (a) the failure by the Borrower to borrow pursuant to any Notice of Borrowing, (b) the failure by the Borrower to pay any sum, including Taxes, if any, when due and payable under this Agreement upon the occurrence of any default Event of Default, (c) the funding of the Loan or any portion thereof in U.S. Dollars as opposed to Deutsche Mark or (d) the liquidation or employment of amounts borrowed ▇▇ contracted for relating to, or the termination or unwinding of any contract entered into in order to fund, an advance in U.S. Dollars requested by the Issuer in Borrower that, by reason of the performance occurrence of any event specified in SECTION 7.01, is not funded as requested.
12.03 If for the purposes of filing a claim or proof for obtaining or enforcing any judgment in any court, it is necessary to convert a sum due under this Agreement in Deutsche Mark or U.S. Dollars (as the case may be) (the "Original C▇▇▇▇ncy") into another currency (the "Other Currency"), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate of exchange offered by any one or more of the obligations expressed Reference Banks to be assumed by it the Agent, in respect of the Notesrelevant sums, at which, in accordance with normal banking procedures, the Agent could purchase the greatest amount of the Original Currency with the Other Currency at or about 11:00 a.m. in London on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any sum due in the Original Currency from it to any Bank or the Agent under this Agreement shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Bank or the Agent (as the case may be) of any sum adjudged to be so due in such Other Currency, such Bank or the Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Bank or the Agent (as the case may be) in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify immediately such Bank or the Agent (as the case may be) against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to any Bank or the Agent (as the case may be) in the Original Currency, such Bank or the Agent (as the case may be) agrees to remit to the Borrower such excess. The above indemnity shall constitute a separate and independent obligation of the Borrower from its other obligations under this Agreement and shall apply irrespective of any grace period granted by the Agent or the Banks.
12.04 Any prepayment or repayment of principal made under this Agreement, if made otherwise than on an Interest Payment Date relative to the amounts prepaid or repaid, shall be made together with accrued interest thereon and such additional amount as each Bank may certify as necessary to compensate it for any damages or losses incurred or to be incurred by it in connection with such prepayment or repayment (including loss of Margin and losses on account of funds borrowed in order to make, fund or maintain its proportion of the Loan or any part thereof prepaid or repaid).
Appears in 1 contract
Sources: Loan Agreement (Nl Industries Inc)
Default Interest and Indemnity. 15.1 23.1 If interest in respect of any Note which is sum due and payable by the Issuer Borrower hereunder is not paid on the due date therefor in accordance with the provisions of Clause 25 or if any sum due and payable by the Issuer Borrower under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "UNPAID SUM") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 23) be selected by the Agent.
15.2 23.2 During each such period relating thereto as is mentioned in Clause 23.1 an unpaid sum shall bear interest at the rate per annum which is the sum from time to time of one per cent., the Margin and LIBOR on the Quotation Date therefor Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin and the rate per annum equal to the cost to the Agent of funding such unpaid sum for such period from whatever source it may select; and
(ii) if such unpaid sum is all or part of the Advance which became due and payable on a day other than the last day of an Interest Period relating thereto, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Interest Period and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
23.3 Any interest which shall have accrued under Clause 15.1 23.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to the IssuerBorrower.
23.4 If any Bank or the Agent on its behalf receives or recovers all or any part of such Bank's share of an Advance otherwise than on the last day of an Interest Period relating to that Advance, provided, however that any the Borrower shall pay to the Agent on demand for account of such Bank an amount equal to the amount (if any) by which (i) the additional interest which shall would have accrued as a result of an event which, but for the payment of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become an Interest Payment Default, shall be been payable on the date upon amount so received or recovered had it been received or recovered on the last day of that Interest Period exceeds (ii) the amount of interest which in the obligation opinion of the Issuer Agent would have been payable to pay the Agent on the last day of that Interest Period in respect of a dollar deposit equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the third business day following the date of such accrued interest is discharged, whether in accordance with receipt or recovery and ending on the definition last day of “that Interest Payment Default” or as otherwise provided hereinPeriod.
15.3 23.5 The Issuer Borrower undertakes to indemnify indemnify:
(i) each Noteholder of the Agent and the Banks against any cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement; and
(ii) each Bank against any loss it may suffer as a result of its funding an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any one or more of the provisions hereof.
23.6 Any unpaid sum shall (for the purposes of this Clause 23 and Clause 15.1) be treated as an advance and accordingly in this Clause 23 and Clause 15.1 the term "Advance" includes any unpaid sum and the term "Interest Period", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 23.1.
Appears in 1 contract
Default Interest and Indemnity. 15.1 21.1 If interest in respect of any Note which is sum due and payable by the Issuer Borrower hereunder is not paid on the due date therefor in accordance with the provisions of Clause 23 or if any sum other than a sum as previously referred to in this Clause 21.1 due and payable by the Issuer Borrower under any judgment of any court in connection herewith is not paid on the date of such judgment, such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) shall bear interest at the rate specified in Clause 14.1 period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Issuer Borrower to pay such sum (the balance thereof for the time being unpaid being herein referred to as an "UNPAID SUM") is dischargeddischarged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 21) be selected by the Agent having regard to the likely period of default.
15.2 21.2 During each such period relating thereto as is mentioned in Clause 21.1 an unpaid sum shall bear interest (before as well as after judgment) at the rate per annum which is the sum from time to time of one per cent., the Margin, the Associated Costs Rate (in the case of unpaid sums denominated in Sterling), in respect thereof at such time (if applicable) and LIBOR on the Quotation Date therefor Provided that:
(i) if, for any such period, LIBOR cannot be determined, the rate of interest applicable to such unpaid sum shall be the sum from time to time of one per cent., the Margin, the Associated Costs Rate (in the case of unpaid sums denominated in Sterling), in respect thereof at such time (if applicable) and the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to the nearest four decimal places) of the rates notified by each Reference Bank to the Agent before the last day of such period to be those which express as a percentage rate per annum the cost to it of funding from whatever sources it may reasonably select its portion of such unpaid sum for such period; and
(ii) if such unpaid sum is all or part of an Advance which became due and payable on a day other than the last day of the Term thereof, the first such period applicable thereto shall be of a duration equal to the unexpired portion of that Term and the rate of interest applicable thereto from time to time during such period shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
21.3 Any interest which shall have accrued under Clause 15.1 21.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Issuer to the relevant Noteholder(s) Borrower at the end of the period by reference to which it is calculated or on such other date or dates as such Noteholder(s) the Agent may specify by written notice to the Issuer, provided, however that Borrower.
21.4 If any Bank or the Agent on its behalf receives or recovers all or any part of such interest which shall have accrued as a result Bank's share of an event whichAdvance otherwise than on the last day of the Term thereof, but the Borrower shall pay to the Agent within three business days of the Agent's demand for the payment account of such accrued interest as provided in the proviso set forth in the definition of “Interest Payment Default”, would become Bank an Interest Payment Default, shall be payable on the date upon which the obligation of the Issuer amount equal to pay such accrued interest is discharged, whether in accordance with the definition of “Interest Payment Default” or as otherwise provided herein.the
15.3 21.5 The Issuer Borrower undertakes to indemnify within three business days of the Agent's demand:
(i) each Noteholder of the Agent, the Arrangers and the Banks against any reasonable cost, claim, loss, expense (including legal fees) or liabilityliability together with any VAT thereon, which it any of them may sustain or incur as a direct consequence of the occurrence of any Event of Default or any default by the Issuer Borrower in the performance of any of the obligations expressed to be assumed by it in respect this Agreement;
(ii) the Agent against any reasonable cost or loss it may suffer or incur as a result of (i) its entering into, or performing, any foreign exchange contract for the purposes of Clause 23 or (ii) its implementing the provisions of Clause 22.2;
(iii) each Bank against any reasonable loss it may suffer as a result of its funding its portion of an Advance requested by the Borrower hereunder but not made by reason of the Notesoperation of any provision hereof; and
(iv) each Bank against any loss it may suffer or incur as a result of its funding its portion of an Advance in an Optional Currency which is denominated in a Committed Currency by reason of the provisions of paragraphs (i) or (ii) of Clause 6.2.
21.6 Any unpaid sum shall (for the purposes of this Clause 21, Clause 13.1 and the Fifth Schedule) be treated as an advance and accordingly in this Clause 21 and the Fifth Schedule the term "Advance" includes any unpaid sum and "Term", in relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 21.1.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Mbna Corp)