Interest Rate. 1.59 'Interest Rate' shall mean, (a) Subject to clauses (b) and (c) of this definition below: (i) as to Loans which are Prime Rate Loans, a rate equal to one (1%) percent per annum in excess of the Prime Rate, and (ii) as to Loans which are Eurodollar Rate Loans, a rate equal to three and one-quarter (3.25%) percent per annum in excess of the
... Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent of the request of or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers shall be increased or decreased, as the case may be, (i) as to Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and (ii) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for Prime Rate Loans and Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin (without regard to the amount of Quarterly Average Excess Availability) plus two (2%) percent per annum, at Agent's option, or at the written direction of the Required Lenders, without notice (i) either (A) for the period on and after the effective date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds or (B) for the period from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing as determined by Agent and (ii) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances to any Borrower at any time outstanding in excess of the Letter of Credit Facility Limit (whether or not such excess(es) arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest `Interest Rate' shall mean, (a) Subject to
clauses clause (b)
and (c) of this definition below: (i) as to
Loans which are Prime Rate Loans, a rate
per annum equal to
one (1%) percent per annum in excess the sum of
the "Applicable Prime Rate Margin" if the Excess Availability for the Borrower is at or within the amounts indicated for such percentage (set forth below), plus the Prime Rate,
and (ii) as to
Loans which are Eurodollar Rate Loans, a rate
per annum equal to
three and... one-quarter (3.25%) percent per annum in excess the sum of the corresponding "Applicable Eurodollar Rate Margin" if the Excess Availability is at or within the amounts indicated from such percentage (set forth below), plus the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of First Amendment to Loan and Security Agreement receipt by Agent Lender of the request of or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower Borrower). Applicable Prime Applicable Eurodollar Excess Availability Rate Margin Rate Margin - ------------------- ----------- ----------- $3,000,001 or Guarantor). more 0% 2.25% $1,000,000 to $3,000,000 0% 2.50% less than $1,000,000 .25% 2.75% (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers shall be increased or decreased, as the case may be, (i) as to Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and (ii) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) Notwithstanding anything to the contrary contained in clauses clause (a) and (b) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for shall mean the rate of two and one-quarter percent (2.25%) per annum in excess of the Prime Rate as to Prime Rate Loans and the rate of five percent (5.00%) per annum in excess of the Adjusted Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin (without regard as to the amount of Quarterly Average Excess Availability) plus two (2%) percent per annum, Eurodollar Rate Loans, at Agent's Lender's option, or at the written direction of the Required Lenders, without notice notice, (i) either (A) for the period on and after the effective date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds funds, or (B) for the period from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing as determined by Agent Lender and (ii) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances amounts available to any Borrower at any time outstanding in excess of the Letter of Credit Facility Limit under Section 2 (whether or not such excess(es) arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest Rate' shall
mean, mean: (a) Subject to
clauses clause (b)
and (c) of this definition below: (i) as to Loans
(other than the Tranche D Loan) which are Prime Rate Loans, a rate equal to
one (1%) percent the Applicable Margin on a per annum
basis in excess of the Prime
Rate, and Rate; (ii) as to Loans
(other than the Tranche D Loan) which are Eurodollar Rate Loans, a rate equal to
three and one-quarter (3.25%) percent the Applicable Margin on a per annum
basis in excess of the
... Adjusted Eurodollar Rate (in each case, based (based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent of the request of or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers shall be increased or decreased, as the case may be, (i) Guarantor); and (iii) as to Prime Rate Loans, to the Tranche D Loan, a rate equal to the Applicable Margin on 4 a ten (10%) percent per annum basis in excess of the Prime Rate, and (ii) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) annum. (b) Notwithstanding anything to the contrary contained in clauses clause (a) and (b) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for Prime Rate Loans and Eurodollar Rate Loans (other than the Tranche D Loan) shall be the highest percentage set forth in the definition of the term Applicable Margin (without for each category of Loans (other than the Tranche D Loan), without regard to the amount of Quarterly Average Excess Availability) EBITDA of Group and its Subsidiaries, plus two (2%) percent per annum, and the Interest Rate with respect to the Tranche D Loan shall mean the rate of twelve (12%) percent per annum, in each case at Agent's option, or at the written direction of the Required Lenders, without notice (i) either (A) for the period on and after the effective date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds funds, or (B) for the period from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing as determined by Agent in good faith, and (ii) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base of such Borrower or on LC Advances to any the Revolving Loan Limit of such Borrower at any time outstanding in excess of the Letter of Credit Facility Limit (whether or not such excess(es) arise or are made with or without Agent's or any Lender's the knowledge or consent of Agent or any Lender and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest Rate' shall mean, (a) Subject to
clauses clause (b)
and (c) of this definition below: (i) as to
Loans which are Prime Rate Loans, a rate
per annum equal to
one-quarter of one
(1%) percent
per annum in excess of (0.25%), plus the Prime Rate,
and (ii) as to
Loans which are Eurodollar Rate Loans, a rate
per annum equal to
three two and
one-quarter (3.25%) one-half percent
per annum in excess of (2.50%), plus the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate
... applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent Lender of the request of or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). Borrower). (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers shall be increased or decreased, as the case may be, (i) as to Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and (ii) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) Notwithstanding anything to the contrary contained in clauses clause (a) and (b) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for shall mean the rate of two and one-quarter percent (2.25%) per annum in excess of the Prime Rate as to Prime Rate Loans and the rate of four and one-half percent (4.50%) per annum in excess of the Adjusted Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin (without regard as to the amount of Quarterly Average Excess Availability) plus two (2%) percent per annum, Eurodollar Rate Loans, at Agent's Lender's option, or at the written direction of the Required Lenders, without notice notice, (i) either (A) for the period on and after the effective date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds funds, or (B) for the period from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing as determined by Agent Lender and (ii) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances amounts available to any Borrower at any time outstanding in excess of the Letter of Credit Facility Limit under Section 2 (whether or not such excess(es) arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest Rate' shall mean, (a) Subject to clauses (b) and (c) of this definition below: (i) as to
Revolving Loans which are Prime Rate Loans, a rate equal to
one-half of one
(1%) (.50%) percent per annum in excess of the Prime Rate,
and (ii) as to
Revolving Loans which are Eurodollar Rate Loans, a rate equal to
three two and one-quarter
(3.25%) (2.25%) percent per annum in excess of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period
... selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent of the request of or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). (iii) as to Term Loans which are Prime Rate Loans, a rate equal to three-quarters of one (.75%) percent per annum in excess of the Prime Rate, and (iv) as to Term Loans which are Eurodollar Rate Loans, a rate equal to two and one-half (2.50%) percent per annum in excess of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent of the request of or on behalf of such Borrower for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). 3 (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar fiscal quarter (commencing with the calendar fiscal quarter ending beginning on or about March 31, 2007), January 1, 2005), the Interest Rate payable by Borrowers with respect to Loans shall be increased or decreased, as the case may be, (i) as to Revolving Loans which are Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and (ii) as to Revolving Loans which are Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate, (iii) as to Term Loans which are Prime Rate Loans, to the Rate equal to the Applicable Margin on a per annum basis in excess of the Prime Rate and (iv) as to Term Loans which are Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) Notwithstanding anything to the contrary contained in clauses (a) and (b) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for Prime Rate Loans and Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin (without regard to the amount of Quarterly Average Excess Availability) plus two (2%) percent per annum, at Agent's option, or at the written direction of the Required Lenders, without notice (i) either (A) for the period on and after the effective date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds or (B) for the period from and after the date of the occurrence of any Event of Default, and for so long as such Event of Default is continuing as determined by Agent and (ii) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances to any Borrower at any time outstanding in excess of the Letter of Credit Facility Limit (whether or not such excess(es) arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest Rate' shall
mean, mean: (a)
Subject subject to clauses (b) and (c)
of this definition below: (i) below, as to
Loans which are Prime Rate Loans, a rate
equal to one (1%) of one-quarter (1/4%) percent per annum in excess of the Prime
Rate, Rate and
(ii) as to
Loans which are Eurodollar Rate
Loans, Loans a rate
equal to three and one-quarter (3.25%) of two (2 %) percent per annum in excess of the Adjusted Eurodollar Rate
(in each case, based (based on the Eurodollar Rate applicable
... for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent Lender of the request of or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate Eurodollar Rate previously quoted to any Borrower or Guarantor). Borrower); provided, that; (b) Subject to clause (c) of this definition below, effective as of July 1, 2000, "Interest Rate" shall mean, the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers shall be increased or decreased, as the case may be, (i) Prime Rate, as to Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and (ii) as to Eurodollar Rate Loans, to the a rate equal to the Applicable Margin on a of one and one-half (1 1/2 %) percent per annum basis in excess of the Adjusted Eurodollar Rate. Rate (based on the Eurodollar Rate applicable for the Interest Period selected by Borrower as in effect three (3) Business Days after the date of receipt by Lender of the request of Borrower for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any Eurodollar Rate previously quoted to Borrower); except, that, if at the end of (i) any fiscal year of One Price or (ii) any second fiscal quarter of One Price, the Adjusted Net Worth of One Price and its Subsidiaries calculated on a consolidated basis, for any such period as set forth in the audited consolidated financial statements of Borrower and its Subsidiaries for such period delivered to Lender in accordance with Section 9.6 hereof, shall be less than $40,000,000, effective as of the first day of the month after the receipt by Lender of the such financial statements of One Price and its Subsidiaries for such period, the Interest Rate shall increase to the rates set forth in clause (a) above; and (c) Notwithstanding notwithstanding anything to the contrary contained in clauses (a) and (b) of this definition, the Applicable Margin otherwise used to calculate herein, the Interest Rate for shall mean the rate of two (2%) percent per annum in excess of the Prime Rate as to Prime Rate Loans and the rate of three and one -half (3 1/2%) percent per annum in excess of the Adjusted Eurodollar Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin (without regard as to the amount of Quarterly Average Excess Availability) plus two (2%) percent per annum, Eurodollar Rate Loans, at Agent's Lender's option, or at the written direction of the Required Lenders, without notice notice, (i) either (A) for the period on and after (A) the effective date of termination or non-renewal hereof and until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds (notwithstanding entry of any judgment against either Borrower), or (B) for the period from and after the date of the occurrence of any Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, and for so long as such Event of Default or other event is continuing as determined by Agent Lender and (ii) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances amounts available to any Borrower at any time outstanding in excess of the Letter of Credit Facility Limit respective Borrowers under Section 2 (whether or not such excess(es) excess(es), arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest Rate' shall mean,
(a) Subject to clauses (b) and (c) of this definition below: 1 (i) as to
Loans which are Prime Rate Loans, a rate
equal to of one (1%) percent per annum in excess of the Prime
Rate, and (ii) Rate and, as to
Loans which are Eurodollar Rate Loans, a rate
equal to of three and
one-quarter (3.25%) one-half (3 1/2%) percent per annum in excess of the Adjusted Eurodollar Rate
(in each case, based (based on the Eurodollar Rate applicable for the Interest Period
... selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent Lender of the request of or on behalf of such a Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers shall be increased or decreased, as the case may be, (i) as to Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and Borrower); (ii) as to Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) Notwithstanding notwithstanding anything to the contrary contained in clauses (a) and (b) of this definition, the Applicable Margin otherwise used to calculate herein, the Interest Rate for applicable to Prime Rate Loans and Eurodollar Rate Loans shall be reduced, one time only, by one-quarter of one (1/4%) percent effective as as of the highest percentage first day of the month after each of the following conditions is satisfied as determined by Lender: (A) Play By Play and its Subsidiaries satisfy the covenants contained in Section 9.16(a) and (b) of the Loan Agreement for two (2) consecutive fiscal quarters, as set forth in the definition unaudited consolidated financial statements of Play By Play and its Subsidiaries for such fiscal quarters delivered to Lender in accordance with Section 9.6 hereof; and (B) no Event of Default or act, condition or event which, with notice or passage of time, or both, would constitute an Event of Default, shall exist or have occurred and be continuing, PROVIDED, THAT, in the event that the Interest Rate applicable to Prime Rate Loans and Eurodollar Rate Loans is reduced as provided in this clause (ii), if at the end of any subsequent fiscal quarter after the condition set forth in clause (ii)(A) is not satisfied, effective as of the term Applicable Margin (without regard first day of the month after the receipt by Lender of the consolidated financial statements of Borrower and its Subsidiaries for such fiscal quarter, the Interest Rate shall increase to the amount rate set forth in clause (i) above; and (iii) notwithstanding anything to the contrary contained herein, the Interest Rate shall mean the rate of Quarterly Average Excess Availability) plus two (2%) three (3%) percent per annum, at Agent's option, or at the written direction annum in excess of the Required Lenders, Prime Rate as to Prime Rate Loans and the rate of five and one-half (5 1/2%) percent per annum in excess of the Adjusted Eurodollar Rate as to Eurodollar Rate Loans, at Lender's option, without notice notice, (i) either (A) for the period on (A) from and after the effective date of termination or non-renewal hereof until such time as Lender has received full and final payment of all Obligations are indefeasibly paid obligations hereof (notwithstanding entry of a judgment against a Borrower) and satisfied in full in immediately available funds or (B) for the period from and after the date of the occurrence of any an Event of Default, and Default for so long as such Event of Default is continuing as determined by Agent Lender, and (ii) on the Revolving Loans to any a Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances amounts available to any such Borrower at any time outstanding in excess of the Letter of Credit Facility Limit under Section 2 (whether or not such excess(es) excess(es), arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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Interest Rate.
1.59 'Interest Rate' shall mean, (a) : (A) Subject to clauses
(b) (B) and
(c) (C) of this definition below:
(i) (1) as to
Loans which are US Prime Rate Loans, a rate equal to
one (1%) percent the Applicable Margin on a per annum
basis in excess of the
US Prime Rate, (2) as to Canadian Prime Rate Loans, a rate equal to the Applicable Margin on a per annum basis in excess of the Canadian Prime Rate, and
(ii) (3) as to
Loans which are Eurodollar Rate Loans, a rate equal to
three and one-quarter... (3.25%) percent the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or Borrower (or on its behalf by Administrative Borrower on behalf of such Borrower, Huffy) as in effect three (3) Business Days after the date of receipt by Agent of the request of by or on behalf of such Borrower (or Administrative Borrower on behalf of such Borrower) for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any such Borrower or Guarantor). (b) Huffy). (4) as to the Term Loan, a rate equal to seven (7%) percent per annum in excess of the greater of (x) the rate from time to time publicly announced by JP MorganChase Bank, N.A., or its successors, as its prime rate and (y) three and three-quarters (3.75%) percent per annum. (B) Subject to clause (c) (C) of this definition below, effective as of the first (1st) day of the second (2nd) month of each calendar quarter (commencing with the calendar quarter ending on or about March 31, 2007), the Interest Rate payable by Borrowers each Borrower shall be increased or decreased, decreased to reflect changes in the US Prime Rate, the Canadian Prime Rate or the Adjusted Eurodollar Rate, as the case may be, (i) as to Prime Rate Loans, to the rate equal to the Applicable Margin on 4 a per annum basis in excess of the Prime Rate, and (ii) as to Eurodollar Rate Loans, to first day of each month (commencing with the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate. (c) month beginning October 1, 2002). (C) Notwithstanding anything to the contrary contained set forth in clauses (a) (A) and (b) of this definition, (B) above, the Applicable Margin otherwise used to calculate the Interest Rate for US Prime Rate Loans and Eurodollar Rate Loans and Canadian Prime Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin for each category of Revolving Loans (without regard to the amount of Quarterly Average Excess Availability) plus two (2%) percent per annum, at Agent's option and, at Term Loan Lender's option, or the Interest Rate for the Term Loan shall be at the written direction rate set forth in clause (A)(4) above plus two (2%) percent per annum, in each case, after notice from Agent to Borrowers (which in the case of the Required Lenders, without notice (i) either (A) for the period on and Term Loan shall be given promptly after the effective date of termination or non-renewal hereof until such time as all Obligations are indefeasibly paid and satisfied in full in immediately available funds or (B) Agent receives a request therefor from Term Loan Lender), (x) for the period from and after the date of termination or non-renewal hereof until Agent and Lenders have received full and final payment of all Obligations (notwithstanding entry of a judgment against a Borrower) and from and after the date of the occurrence of any an Event of Default, and Default for so long as such Event of Default is continuing as determined by Agent Agent, and (ii) (y) on the Revolving Loans to any Borrower at any time outstanding in excess of the Borrowing Base or on LC Advances to any of such Borrower at any time outstanding in excess of the Letter of Credit Facility Limit (whether or not such excess(es) excess(es), arise or are made with or without Agent's or any Lender's knowledge or consent and whether made before or after an Event of Default).
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