Documentation Principles means that (a) except as otherwise expressly set forth herein in this Term Sheet or the Commitment Letter, the terms and conditions of the mutually agreed definitive documentation for each of the DIP Facilities (the “Loan Documents”) shall be consistent with the terms and conditions, and in no event more burdensome on the Debtors, than the terms and conditions of the Prepetition TCEH Credit Facility; (b) the Loan Documents will be prepared on the basis of, and using as precedent, the Prepetition TCEH Credit Facility and its related collateral documents; and (c) generally all terms and conditions (including exceptions, thresholds, baskets, grace periods, cure periods and financial definitions) in the Loan Documents will be consistent with those in the Prepetition TCEH Credit Facility and its related collateral documents and in no event more burdensome on the Debtors, in each case modified solely to the extent (i) required to reflect the express terms and conditions set forth in this Term Sheet and the Commitment Letter, (ii) required to reflect the shorter tenor of the DIP Facilities, (iii) to account for the existence and continuance of the Cases, the operational needs and requirements of the Debtors and the Specified Affiliates (defined below) between the Petition Date and the Maturity Date (including as set forth in the last two paragraphs of “Negative Covenants” below) and to include provisions applicable to debtor-in-possession facilities generally (including (subject to the last two paragraphs of “Negative Covenants” below) customary changes to be mutually agreed with respect to additional restrictions on indebtedness, liens, restricted payments, asset sales and investments), and (iv) as otherwise agreed by the Borrower.
Documentation Principles means the provisions of the Term Sheets under the heading “Documentation Principles”.
Documentation Principles. The definitive documentation for the Bridge Loans will contain only those conditions to borrowing, representations, warranties, covenants and events of default expressly set forth in this Exhibit C and other provisions that are usual for facilities and transactions of this type (including as to operational requirements of the Borrowers and the Acquired Business and its subsidiaries in light of their industries, businesses and business practices) (the “Bridge Documentation Principles”). The documentation for the Bridge Loans will include, among others, a credit agreement (the “Bridge Loan Agreement”), guarantees and other appropriate documents (collectively, the “Bridge Loan Documents”) and in any event shall be no more restrictive to the US Borrower and its subsidiaries than the Bank Loan Documents.
Examples of Documentation Principles in a sentence
The First Lien Notes and all obligations under the indenture related thereto will be unconditionally guaranteed by each existing and subsequently acquired or organized wholly owned domestic subsidiary of the Issuer (the “Note Guarantors”), subject to exceptions consistent with the Propco First Lien Notes Documentation Principles and others, if any, to be agreed upon, on a senior first-priority secured basis (the “Note Guarantees”).
The Second Lien Notes and all obligations under the indenture related thereto will be unconditionally guaranteed by each existing and subsequently acquired or organized wholly owned domestic subsidiary of the Issuer that guarantees the Senior Facilities or the First Lien Notes (the “Note Guarantors”), subject to exceptions consistent with the Propco Second Lien Notes Documentation Principles and others, if any, to be agreed upon, on a senior second-priority secured basis (the “Note Guarantees”).
Expenses and Indemnification: Consistent with the Propco Bank Debt Documentation Principles.
All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Propco First Lien Notes Documentation Principles.
Regulatory Matters: Consistent with the Propco First Lien Notes Documentation Principles.
More Definitions of Documentation Principles
Documentation Principles. The Bank Loan Documents shall contain the terms set forth in this Exhibit B and, to the extent any other terms are not expressly set forth in this Exhibit B, will be negotiated in good faith and shall contain such other terms as US Borrower and the Bank Lead Arrangers shall reasonably agree; it being understood and agreed that the Bank Loan Documents shall be usual and customary for financings of this kind and size, as agreed by the Bank Lead Arrangers and US Borrower, as modified as appropriate in light of the operational requirements of US Borrower and its subsidiaries in light of their size, industry, businesses, leverage, ratings and business practices, and with baskets and exceptions commensurate with the increased size of US Borrower after giving effect to the Transactions (the “Documentation Principles”).
Documentation Principles means consistent with market terms for
Documentation Principles. To be drafted by Xxxxxxxx & Xxxxx LLP, counsel to the Participating Holders, provided that the Senior Lien ICA shall be drafted by counsel to the First Lien Agent. The definitive documentation for the Second Lien Notes shall be based upon the documentation for the Credit Facility as in effect on the date hereof (including, without limitation, affirmative covenants and negative covenants (other than financial maintenance covenants and PDP coverage ratio maintenance covenants), events of default and definitions related to any of the foregoing) (it being agreed and understood that any PDP coverage ratio incurrence tests shall be based upon the documentation for the Credit Facility as in effect on the date hereof, but will be measured off of both first lien and second lien debt and shall be reduced proportionally to account for being measured off of such first lien and second lien debt) with such changes as the Participating Holders shall reasonably agree and will take into account this Term Sheet, differences to reflect the changed capital structure of the Issuer and its subsidiaries, the second lien nature of the Second Lien Notes and the capital markets nature of the financing giving due regard to the Indentures (it being agreed and understood that to the extent the Credit Facility requires any provisions to be acceptable or approved by the First Lien Agent, the corresponding provisions in the definitive documentation for the Second Lien Notes shall require the acceptance or approval of the Holders holding a majority in principal amount of the Second Lien Notes). In addition, no covenants shall be more restrictive or onerous with respect to the Issuer and its subsidiaries than the covenants in the Credit Facility, other than to the extent to reflect the second lien nature of the Second Lien Notes (e.g., restrictions on junior debt shall refer to debt junior to the Second Lien Notes, rather than the Credit Facility) (it being agreed and understood that the Credit Facility will be amended to incorporate higher collateral thresholds and any other covenant in the Second Lien Notes that are more onerous or restrictive than the Credit Facility to the extent requested by the First Lien Agent and, in the event the First Lien Agent does not elect to incorporate such thresholds or covenants, such higher collateral thresholds and more onerous or restrictive covenants shall be permitted in the Second Lien Notes). This paragraph shall be referred to as the “Documentatio...
Documentation Principles means consistent with market terms for high yield debt instruments for similar companies in the pharmaceuticals industry, giving consideration to prevailing market conditions, size of the company and business needs.
Documentation Principles. In the event that the UK Borrower has Investment Grade Ratings on the Closing Date, the representations and warranties, affirmative and negative covenants, the financial covenant and the change of control provisions in the Bridge Facility Documentation will be modified (as reasonably determined by Credit Suisse in consultation with the UK Borrower) to be substantially similar to the representations and warranties, affirmative and negative covenants, the financial covenants and the change of control provisions set forth in the Senior Facilities Agreement of Lottomatica Group S.p.A. (
Documentation Principles. The Credit Documentation: (i) will be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date and taking into account the timing of the syndication of the Facilities; (ii) be in such form that they do not impair the availability of the Term Facility by the Closing Date if the Funds Certain Provisions are satisfied; (iii) will contain only those mandatory prepayments, representations, warranties, conditions to borrowing, affirmative, negative and financial covenants and events of defaults set forth herein, in each case applicable to the Borrowers and their restricted subsidiaries; and (iv) will contain other terms and provisions substantially consistent with those contained in a documentation precedent (the “Documentation Precedent”) to be mutually agreed (as adjusted pursuant to terms of this section, the “Documentation Principles”), with such changes and modifications thereto (A) that reflect the terms and provisions set forth in the Commitment Letter, this Summary of Terms and Conditions and the “market flex” provisions of the Facilities Fee Letter, (B) that reflect changes in law or accounting standards and requirements of local law or to cure mistakes or defects, (C) that are reasonably agreed to by the Borrower Representative and the Lead Arrangers, (D) that are reasonably necessary to take into account the operational requirements and strategic requirements of the Borrowers and their restricted subsidiaries (after giving effect to the Transaction) in light of their size, industries, businesses and business practices, geographic location and operations, proposed business plan and financial model, (E) the jurisdiction of organization of the Borrowers and their restricted subsidiaries and (F) that reflect the customary operational and agency provisions of the Administrative Agent. For the avoidance of doubt, the Credit Documentation shall include customary EU bail-in provisions.
Documentation Principles means consistent with market terms for high yield debt instruments for similar companies in the pharmaceuticals industry, giving consideration to prevailing market conditions, size of the company and business needs. “EBITDA” to be conformed to definition in the Senior Secured Credit Facility, including adjustments for standard non-cash items.