Required Terms The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,
(B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,
(C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and
(E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder.
(ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.
Extended Terms Tenant shall have the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.
Amended Terms On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
Key Terms Throughout this document, “You” and “
Specific Terms Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Additional Terms & Conditions Acknowledged and Agreed:
Applicable Terms The following terms (the “Software License Terms”) apply to the Software purchased by Customer on the Purchase Document based upon the Software’s method of deployment (the “Deployment Type”). insightsoftware offers two Deployment Types:
Same Terms All terms used herein which are defined in the Credit Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in the Loan Documents to the “Agreement” shall mean the Credit Agreement, as amended by this Amendment, and (ii) all references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by this Amendment, as the same shall hereafter be amended from time to time.
GENERAL TERMS & CONDITIONS 23.1 TRAINING: Service Provider shall train designated Bank officials on the configuration, operation/ functionalities, maintenance, support & administration for software, application architecture and components, installation, troubleshooting processes of the proposed Services as mentioned in this Agreement.
Specific Terms and Conditions To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4 Implementation Services. All Services covered under Lot 4 – Implementation Services must be performed within CONUS. An RFQ for this Lot will be awarded based on, and result in, a deliverable-based Statement of Work (SOW) which will be incorporated into an Authorized User Agreement. The RFQ will include but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour, etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote. Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service-Disabled Veteran-Owned Businesses (“SDVOB”), thereby further integrating such businesses into New York State’s economy. OGS recognizes the need to promote the employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have opportunities for maximum feasible participation in the performance of OGS contracts. In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in New York State, Bidders are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.
