Common use of Terms of New Loans and Commitments Clause in Contracts

Terms of New Loans and Commitments. The terms of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be part of an existing Class of Term Loans); provided that (i) the final maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term B-1 Loans then in effect and (y) all Incremental Term Loans shall not be earlier than the latest Maturity Date with respect to the Initial Term Loans then in effect, (ii) the Weighted Average Life to Maturity of all (x) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and (y) Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of all existing Initial Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any mandatory prepayments hereunder (other than scheduled amortization payments), (iv) the All-in Yield for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) above) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Facility, Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant the Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in effect at the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)

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Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to the new Commitments shall be as follows: terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be a part of an existing Class of the Term Loans); provided that (i) the final weighted average life to maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term B-1 Loans then in effect and (y) all Incremental Term Loans shall not be earlier than the latest Maturity Date with respect to the Initial Term Loans then in effect, (ii) the Weighted Average Life to Maturity of all (x) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and (y) any Incremental Term Loans shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of all the existing Initial Term Loans, (iii) ; the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not participate on a greater be earlier than pro rata basis with the Maturity Date of the Term Loans in any mandatory prepayments hereunder (other than scheduled amortization payments), (iv) Loans; the All-in Yield Applicable Rate for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) of the new Incremental Term B Loans shall be determined by Loans; provided that in the Borrower and the applicable new Lenders, except event that the All-in Yield in respect of Applicable Rate for any such Incremental Term B Loans may exceed are greater than the All-in Yield in respect of Applicable Rate for the Term B-1 Loans by no more than 0.50%50 basis points, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, for the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO extent necessary so that the Applicable Rate floor” applicable to such for the Incremental Term B Loans prior are equal to any increase the Applicable Rate for the Term Loans minus 50 basis points; provided, further, that in determining the Applicable Rate applicable to such the Term B-1 Loans then outstandingand the Incremental Term Loans, and (vx) all other terms applicable original issue discount (“OID”) or upfront fees (which shall be deemed to such constitute like amounts of OID) payable directly or indirectly by Borrower or any Subsidiary to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (other than those specified with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement, commitment or closing fees payable to the Arrangers (or their affiliates) in clauses connection with the Term Loans or to one or more Arrangers (ior their affiliates) through of the Incremental Term Loans shall be excluded to the extent not shared with the Lenders on a pro rata basis and (vz) above) shall not be more restrictive (taken as a whole) than those any floor for the Eurodollar Rate or Base Rate applicable to the Revolving Facility, Initial Incremental Term Loans that is higher than the respective floor for the Eurodollar Rate or Base Rate applicable to the Term B-1 Loans, Loans shall be equated to an increase in the interest rate margin in the amount of the increase in such floor; and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (aii), (iii) this Agreement or (iv) above) they shall be modified reasonably satisfactory to grant the Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in effect at the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretionand the Borrower. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.212.14. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and that are Term Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Salem Communications Corp /De/)

Terms of New Loans and Commitments. The terms of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans and Incremental Revolving Loans may but need not be part of the same Class as an existing Class of Loans and Borrowings, and the representations, warranties, covenants and Events of Default applicable to each Incremental Facility shall be identical to the representations, warranties, covenants and Events of Default applicable to the then existing Classes of Loans and Commitments under this Agreement; provided that any Incremental Facility may contain additional or different covenants applicable during periods after the latest Maturity Date, Incremental Term Loans)Maturity Date or Incremental Revolving Maturity Date applicable to any existing Class of Loans and Commitments. The pricing and maturity terms of the Incremental Facilities shall be as set forth in the Incremental Facility Amendment; provided that (i) the final maturity date of (x) all Loans and Commitments under any Incremental Term B Loans Facility shall not be earlier than the latest Maturity Date with respect mature or have a scheduled termination date prior to the Term B-1 Loans then in effect and Maturity Date; (yii) all any Incremental Term Loans shall may not be earlier than the latest Maturity Date with respect have a weighted average life to maturity prior to the Initial Term Loans then in effect, Maturity Date; (iiiii) no Incremental Facility shall require any mandatory prepayments or commitment reductions prior to the Weighted Average Life to Maturity of all (x) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and (y) Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of all existing Initial Term LoansDate, (iii) no Incremental Facility shall require any amortization of the Loans or Commitments thereunder prior to the Maturity Date, other than, in the case of Incremental Term Loans shall Loans, amortization in amounts not participate on a greater than pro rata basis with in excess of 5.00% per annum of the Term Loans in any mandatory prepayments hereunder (other than scheduled amortization payments), initial principal amount thereof; (iv) the All-in Yield for terms of each Revolving Commitment Increase (xother than the maturity date thereof, which shall comply with clause (i) above) shall be identical to the Revolving Commitments; and (v) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and fees (yother than fronting fees) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield payable in respect of any such letters of credit issued under any Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable Revolving Commitment will be identical to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) above) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Facility, Initial Term Loans or Term B-1 Loans, except Letters of Credit. None of the Issuing Banks immediately prior to the extent (a) this Agreement effectiveness of any Incremental Revolving Commitments shall be modified have any obligation to grant the Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit issue any Letters of such more restrictive provisions, (b) applicable solely to periods Credit after the Latest Maturity Date in effect at immediately prior to the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretion. The terms effectiveness of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment Commitments, or any Extended Commitment; provided Letters of Credit expiring later than the date that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable is five Business Days prior to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Loans under any Incremental Revolving Commitment, made pursuant to this AgreementMaturity Date.

Appears in 1 contract

Samples: Credit Agreement (TPG Partners, LLC)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows and, in each case, as to other terms and conditions not set forth below, as reasonably acceptable to the Administrative Agent and the relevant Lenders: (i) terms and provisions of Incremental Term Loan Commitments Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be a part of an existing Class of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Administrative Agent; provided that (i) in any event the final maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term B-1 Loans then in effect and (y) all Incremental Term Loans must comply with clauses (iii), (iv) and (v) below; (ii) the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall not be earlier than the latest Maturity Date with respect identical to the Initial Term Loans then in effect, Revolving Credit Loans; (iiiii) the Weighted Average Life to Maturity of all (x) any Incremental Term B Loans shall not be no shorter than the remaining Weighted Average Life to Maturity of the then existing Term B-1 Loans and (y) Incremental Term Loans shall be no shorter than Loans; provided that at the Weighted Average Life to Maturity option of all existing Initial Term Loansthe Company, this clause (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in apply to any mandatory prepayments hereunder (other than scheduled amortization payments), Permitted Bridge Indebtedness; (iv) the All-in Yield for (xiii) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect maturity date of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) abovethe “Incremental Term Loan Maturity Date”) shall not be more restrictive (taken as a whole) earlier than those applicable to the Revolving Facility, Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant the Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the then Latest Maturity Date in effect at the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended CommitmentDate; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to at the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion option of the Administrative AgentCompany, this clause (iv) shall not apply to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.Permitted Bridge Indebtedness;

Appears in 1 contract

Samples: Credit Agreement (Granite Construction Inc)

Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows: (i) terms and provisions of Incremental Term Loan Commitments Loans shall be, except as otherwise set forth herein or in the Increase JoinderJoinder (defined below), identical to (iand rank pari passu with) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be a part of an existing Class of the Term Loans) and to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv) or (v) below) they shall be reasonably satisfactory to the Required Lenders; provided that (i) in any event the final maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term B-1 Loans then in effect and (y) all Incremental Term Loans shall not be earlier than the latest Maturity Date must comply with respect to the Initial Term Loans then in effectclauses (iii), (iv) and (v) below; (ii) except to the Weighted Average Life extent necessary to Maturity address Alternative Currency provisions in additional revolving tranches, the terms and provisions of all Revolving Credit Loans made pursuant to new Commitments shall be identical to the Revolving Credit Loans; (xiii) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the existing Term B-1 Loans and (y) any Incremental Term Loans shall be no shorter than the Weighted Average Life remaining weighted average life to Maturity maturity of all the then existing Initial Term Loans and the terms of any Incremental Term Loans as to prepayments shall be no more favorable than the existing Term Loans, in each case unless any prepayment terms (iiiA) benefit all of the Term Lenders or are otherwise consented to by the Required Lenders or (B) apply only after the Latest Maturity Date; (iv) the terms of any Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans contain additional or different covenants or financial covenants which are more restrictive in any mandatory prepayments hereunder material respect than the covenants herein unless (other than scheduled amortization payments)A) all Lenders benefit therefrom, (ivB) the All-in Yield for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) above) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Facility, Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant the Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in effect at the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.covenants and/or financial 71 158477613_2174043865_5

Appears in 1 contract

Samples: Credit Agreement (Stericycle Inc)

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Terms of New Loans and Commitments. The terms of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be part of an existing Class of Term Loans); provided that (i) the final maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Term B-1 Loans then in effect and (y) all Incremental Term Loans shall not be earlier than the latest Maturity Date with respect to the Initial Term Loans then in effect, (ii) the Weighted Average Life to Maturity of all (x) Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and (y) Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of all existing Initial Term Loans, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any mandatory prepayments hereunder (other than scheduled amortization payments), (iv) the All-in Yield for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (v) above) shall not be more restrictive (taken as a whole) than those applicable to the theany Revolving Facility, Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant the theeach Revolving Facility, Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in effect at the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the 2024 Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the 2024 Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Frontier Communications Corp)

Terms of New Loans and Commitments. The terms of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Term B-1 Loans (“Incremental Term B Loans”) or (ii) the Initial Term Loans (“Incremental Term A Loans,” and, together with any Incremental Term B Loan, the “Incremental Term Loans”) shall be as set forth in the Increase Joinder providing for such Incremental Term Loans (it being understood that Incremental Term Loans may be a part of an existing Class of the Initial Term Loans); provided that (i) the final maturity date of (x) all any Incremental Term B Loans shall not be no earlier than the latest Maturity Date with respect to the Term B-1 Loans then in effect and (y) all Incremental Term Loans shall not be earlier than the latest Maturity Date with respect to the Initial of any Class of Term Loans then in effectoutstanding, (ii) the Weighted Average Life to Maturity of all (x) such Incremental Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B-1 Loans and (y) Incremental any Class of Term Loans shall be no shorter than the Weighted Average Life to Maturity of all existing Initial Term Loansthen outstanding, (iii) Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any mandatory prepayments prepayment hereunder (other than scheduled amortization payments), ) and (iv) the All-in Yield for (x) the new Incremental Term A Loans shall be determined by the Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by the Borrower and the applicable new Lenders, except that the All-in Yield in respect of any such Incremental Term B Loans may exceed the All-in Yield in respect of the Term B-1 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Rate (or the “Adjusted LIBO Rate floor” as provided in the following proviso) applicable to such Term B-1 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that to the extent any portion of the Term Yield Differential is attributable to a higher “Adjusted LIBO Rate floor” being applicable to such Incremental Term B Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “Adjusted LIBO Rate floor” applicable to the outstanding Term B-1 Loans shall be increased to an amount not to exceed the “Adjusted LIBO Rate floor” applicable to such Incremental Term B Loans prior to any increase in the Applicable Rate applicable to such Term B-1 Loans then outstanding, and (v) all other terms applicable to such Incremental Term Loans (other than those specified in clauses (i) through (viii) above) shall not be more restrictive (taken as a whole) than those applicable to the Revolving Facility, Facility or Initial Term Loans or Term B-1 Loans, except to the extent (a) this Agreement shall be modified to grant the Revolving Facility, Facility and Initial Term Loans and Term B-1 Loans the benefit of such more restrictive provisions, (b) applicable solely to periods after the Latest Maturity Date in effect at the time of incurrence or issuance of such Incremental Term Loans or (c) as otherwise agreed by the Administrative Agent in its reasonable discretion. The terms of any Incremental Revolving Commitment shall be the same as those of the Revolving Commitment or any Extended Commitment; provided that any Replacement Revolving Commitment may have a later maturity date than, and pricing and fees different from, those applicable to the Revolving Commitment and Extended Commitment. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. For purposes of this Agreement and the other Loan Documents, if a Lender is providing an Incremental Term Loan, such Lender will be deemed to have an Other Loan having the terms of such Incremental Term Loan. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Loans under any Incremental Revolving Commitment, made pursuant to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Frontier Communications Corp)

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