Common use of INITIAL ISSUANCE, INCREASES AND DECREASES OF Clause in Contracts

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 2022-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 2022-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 2022-1 Class A-1 Advances set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, (i) on the Closing Date, the Master Issuer may cause the Series 2022-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Advances made on the Closing Date (the “Series 2022-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2022-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 2022-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. The Series 2022-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2022-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement) allocated among the Series 2022-1 Class A-1 Noteholders (other than the Series 2022-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 2022-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 2022-1 Class A-1 Advance Request or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the Series 2022-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 2022-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, on the Series 2022-1 Closing Date, the Master Issuer may cause (i) the Series 2022-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans made on the Closing Date pursuant to Section 2.06 of the Series 2022-1 Class A-1 Note Purchase Agreement and (ii) the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Closing Date pursuant to Section 2.07 of the Series 2022-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 2022-1 Class A-1 Outstanding Subfacility Amount (each such increase, a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2022-1 Class A-1 L/C Obligations are set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 2022-1 Class A-1 Initial Swingline Principal Amount and the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Planet Fitness, Inc.)

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INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222021-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222021-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222021-1 Class A-1 Advances set forth in the Series 20222021-1 Class A-1 Note Purchase Agreement, (i) on the Series 2021-1 Closing Date, the Master Issuer may cause the Series 20222021-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222021-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222021-1 Class A-1 Advances made on the Series 2021-1 Closing Date (the “Series 20222021-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 20222021-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 20222021-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222021-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222021-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222021-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222021-1 Class A-1 Outstanding Principal Amount exceed the Series 20222021-1 Class A-1 Notes Maximum Principal Amount. The Series 20222021-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222021-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222021-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222021-1 Class A-1 Noteholders (other than the Series 20222021-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222021-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 20222021-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222021-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2021-1 Class A-1 Administrative Agent of the Series 20222021-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222021-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 20222021-1 Class A-1 Note Purchase Agreement, on the Series 20222021-1 Closing Date, the Master Issuer may cause (i) the Series 20222021-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222021-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 20222021-1 Class A-1 Swingline Loans made on the Series 2021-1 Closing Date pursuant to Section 2.06 of the Series 20222021-1 Class A-1 Note Purchase Agreement and (ii) the Series 20222021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222021-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2021-1 Closing Date pursuant to Section 2.07 of the Series 20222021-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 20222021-1 Class A-1 Outstanding Principal Amount exceed the Series 20222021-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222021-1 Class A-1 Outstanding Subfacility Amount (each such increase, increase referred to as a “Subfacility Increase”) through borrowings of Series 20222021-1 Class A-1 Swingline Loans and issuance or incurrence of Series 20222021-1 Class A-1 L/C Obligations are set forth in the Series 20222021-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2021-1 Class A-1 Administrative Agent of the issuance of the Series 20222021-1 Class A-1 Initial Swingline Principal Amount and the Series 20222021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Wendy's Co)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222019-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT; ISSUANCE OF ADDITIONAL CLASS A-1 NOTES Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222019-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222019-1 Class A-1 Advances set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement, (i) on the Series 2019-1 Closing Date, the Master Issuer Co-Issuers may cause the Series 20222019-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222019-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222019-1 Class A-1 Advances made on the Series 2019-1 Closing Date (the “Series 20222019-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2022-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Flow Sweeping Period, the Master Issuer Co-Issuers may increase the Series 20222019-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222019-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222019-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222019-1 Class A-1 Outstanding Principal Amount exceed the Series 20222019-1 Class A-1 Notes Maximum Principal Amount. The Series 20222019-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222019-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222019-1 Class A-1 Noteholders (other than the Series 20222019-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222019-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer Co-Issuers in the applicable Series 20222019-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer Co-Issuers or the Series 2019-1 Class A-1 Administrative Agent of the Series 20222019-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222019-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement, on the Series 20222019-1 Closing Date, the Master Issuer Co-Issuers may cause (i) the Series 20222019-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222019-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans Loans, if any, made on the Series 2019-1 Closing Date pursuant to Section 2.06 of the Series 20222019-1 Class A-1 Note Purchase Agreement (the “Series 2019-1 Class A-1 Initial Swingline Loan”) and (ii) the Series 20222019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawingcausing the issuance, at par, of the initial principal amounts of the Series 20222019-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2019-1 Closing Date pursuant to Section 2.07 of the Series 20222019-1 Class A-1 Note Purchase Agreement (including with respect to the letters of credit in existence prior to the Series 2019-1 Closing Date set forth in Schedule IV to the Series 2019-1 Class A-1 Note Purchase Agreement); provided that at no time may the Series 20222019-1 Class A-1 Outstanding Principal Amount exceed the Series 20222019-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222019-1 Class A-1 Outstanding Subfacility Amount (each such increase, increase referred to as a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and the issuance or incurrence of Series 2022-1 Class A-1 L/C Obligations are set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer Co-Issuers or the Series 2019-1 Class A-1 Administrative Agent of the issuance of the Series 20222019-1 Class A-1 Initial Swingline Principal Amount and Loan, the issuance of Series 20222019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and Notes or any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and or Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Dine Brands Global, Inc.)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222019-1 3 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT; ISSUANCE OF ADDITIONAL CLASS A-1 NOTES Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222019-1 3 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222019-1 3 Class A-1 Advances set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, (i) on the Series 2019-3 Closing Date, the Master Issuer may cause caused the Series 20222019-1 3 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the an initial aggregate principal amounts amount of the $54,499,000 Series 20222019-1 3 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222019-1 3 Class A-1 Advances made on the Series 2019-3 Closing Date (the “Series 20222019-1 3 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 20222019-1 3 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer Co-Issuers may increase the Series 20222019-1 3 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222019-1 3 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222019-1 3 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222019-1 3 Class A-1 Outstanding Principal Amount exceed the Series 20222019-1 3 Class A-1 Notes Maximum Principal Amount. The Series 20222019-1 3 Class A-1 Initial Advance was made and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2022-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222019-1 3 Class A-1 Noteholders (other than the Series 20222019-1 3 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222019-1 3 Class A-1 Initial Advance were paid as directed by the Issuer, and proceeds from each Increase shall be paid as directed by the Master Issuer Co-Issuers in the applicable Series 20222019-1 3 Class A-1 Advance Request or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the Series 20222019-1 3 Class A-1 Initial Advance the Trustee indicated, and upon receipt of written notice from the Co-Issuers or the Administrative Agent of any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222019-1 3 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, on the Series 20222019-1 3 Closing Date, the Master Issuer may cause (i) was permitted to cause the Series 20222019-1 3 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222019-1 3 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 20222019-1 3 Class A-1 Swingline Loans made on the Series 2019-3 Closing Date pursuant to Section 2.06 of the Series 2022-1 Class A-1 Note Purchase Agreement (the “Series 2019-3 Class A-1 Initial Swingline Loan”) and (ii) caused the Series 20222019-1 3 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222019-1 3 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2019-3 Closing Date pursuant to Section 2.07 of the Series 2022-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 20222019-1 3 Class A-1 Outstanding Principal Amount exceed the Series 20222019-1 3 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222019-1 3 Class A-1 Outstanding Subfacility Amount (each such increase, increase referred to as a “Subfacility Increase”) through borrowings of Series 20222019-1 3 Class A-1 Swingline Loans and issuance or incurrence of Series 20222019-1 3 Class A-1 L/C Obligations are set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 20222019-1 3 Class A-1 Initial Swingline Principal Amount Loan and the Series 20222019-1 3 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase. Section 2.2 Procedures for Decreasing the Series 2019-3 Class A-1 Outstanding Principal Amount.

Appears in 1 contract

Samples: Second Supplement to Series 2019 3 Supplement (Driven Brands Holdings Inc.)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 2022-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT; ISSUANCE OF ADDITIONAL CLASS A-1 NOTES Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 2022-1 Class A-1 Outstanding Principal Amount. (a) . Subject to satisfaction of the conditions precedent to the making of Series 2022-1 Class A-1 Advances set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, (i) on or after the Closing Datedate on which the first Commitment Increase Amount is made available under the Series 2022-1 Class A-1 Note Purchase Agreement, the Master Issuer Co-Issuers may cause the Series 2022-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Advances made on the Series 2022-1 Closing Date (the “Series 2022-1 Class A-1 Initial Advance”) and (ii) thereafter, on any Business Day during the Series 2022-1 Class A-1 Commitment Term that does not occur during a Cash Trapping PeriodPeriod (and further subject to the terms and conditions of the Series 2022-1 Class A-1 Note Purchase Agreement), the Master Issuer Co-Issuers may increase the Series 2022-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. The Series 2022-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2022-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement) allocated among the Series 2022-1 Class A-1 Noteholders (other than the Series 2022-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 2022-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer Co-Issuers in the applicable Series 2022-1 Class A-1 Advance Request or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer Co-Issuers or the Series 2022-1 Class A-1 Administrative Agent of the Series 2022-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 2022-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, on the Series 2022-1 Closing Date, the Master Issuer may cause (i) the Series 2022-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans made on the Closing Date pursuant to Section 2.06 of the Series 2022-1 Class A-1 Note Purchase Agreement and (ii) the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Closing Date pursuant to Section 2.07 of the Series 2022-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 2022-1 Class A-1 Outstanding Subfacility Amount (each such increase, a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2022-1 Class A-1 L/C Obligations are set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 2022-1 Class A-1 Initial Swingline Principal Amount and the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Appears in 1 contract

Samples: Series 2022 1 Supplement (Driven Brands Holdings Inc.)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222020-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT; ISSUANCE OF ADDITIONAL CLASS A-1 NOTES Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222020-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222020-1 Class A-1 Advances set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement, (i) on the Series 2020-1 Closing Date, the Master Issuer may cause the Series 20222020-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222020-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222020-1 Class A-1 Advances made on the Series 2020-1 Closing Date (the “Series 20222020-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Commitment Term (subject to the terms and conditions of the Series 20222020-1 Class A-1 Commitment Term that does not occur during a Cash Trapping PeriodNote Purchase Agreement), the Master Issuer may increase the Series 20222020-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222020-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222020-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222020-1 Class A-1 Outstanding Principal Amount exceed the Series 20222020-1 Class A-1 Notes Maximum Principal Amount. The Series 20222020-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222020-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222020-1 Class A-1 Noteholders (other than the Series 20222020-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222020-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 20222020-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2020-1 Class A-1 Administrative Agent of the Series 20222020-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222020-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement, on the Series 20222020-1 Closing Date, the Master Issuer may cause (i) the Series 20222020-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222020-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans Loans, if any, made on the Series 2020-1 Closing Date pursuant to Section 2.06 of the Series 20222020-1 Class A-1 Note Purchase Agreement (the “Series 2020-1 Class A-1 Initial Swingline Loan”) and (ii) the Series 20222020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawingcausing the issuance, at par, of the initial principal amounts of the Series 20222020-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2020-1 Closing Date pursuant to Section 2.07 of the Series 20222020-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 20222020-1 Class A-1 Outstanding Principal Amount exceed the Series 20222020-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222020-1 Class A-1 Outstanding Subfacility Amount (each such increase, increase referred to as a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and the issuance or incurrence of Series 20222020-1 Class A-1 L/C Obligations are set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2020-1 Class A-1 Administrative Agent of the issuance of the Series 20222020-1 Class A-1 Initial Swingline Principal Amount and Loan, the issuance of Series 20222020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and Notes or any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and or Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Vale Merger Sub, Inc.)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222020-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222020-1 Class A-1 Outstanding Principal Amount. (a) . Subject to satisfaction of the conditions precedent to the making of Series 20222020-1 Class A-1 Advances set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement, (i) on the Series 2020-1 Closing Date, the Master Issuer may cause the Series 20222020-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222020-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222020-1 Class A-1 Advances made on the Series 2020-1 Closing Date (the “Series 20222020-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 20222020-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 20222020-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222020-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222020-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222020-1 Class A-1 Outstanding Principal Amount exceed the Series 20222020-1 Class A-1 Notes Maximum Principal Amount. The Series 20222020-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222020-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222020-1 Class A-1 Noteholders (other than the Series 2022-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222020-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 20222020-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222020-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2020-1 Class A-1 Administrative Agent of the Series 20222020-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222020-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, on the Series 2022-1 Closing Date, the Master Issuer may cause (i) the Series 2022-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans made on the Closing Date pursuant to Section 2.06 of the Series 2022-1 Class A-1 Note Purchase Agreement and (ii) the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Closing Date pursuant to Section 2.07 of the Series 2022-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 2022-1 Class A-1 Outstanding Subfacility Amount (each such increase, a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2022-1 Class A-1 L/C Obligations are set forth in the Series 2022-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 2022-1 Class A-1 Initial Swingline Principal Amount and the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Wendy's Co)

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INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222019-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222019-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222019-1 Class A-1 Advances set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement, (i) on the Series 2019-1 Closing Date, the Master Issuer may cause the Series 20222019-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222019-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222019-1 Class A-1 Advances made on the Series 2019-1 Closing Date (the “Series 20222019-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 20222019-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 20222019-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222019-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222019-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222019-1 Class A-1 Outstanding Principal Amount exceed the Series 20222019-1 Class A-1 Notes Maximum Principal Amount. The Series 20222019-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222019-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222019-1 Class A-1 Noteholders (other than the Series 20222019-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222019-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 20222019-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2019-1 Class A-1 Administrative Agent of the Series 20222019-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222019-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement, on the Series 20222019-1 Closing Date, the Master Issuer may cause (i) the Series 20222019-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222019-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 20222019-1 Class A-1 Swingline Loans made on the Series 2019-1 Closing Date pursuant to Section 2.06 of the Series 20222019-1 Class A-1 Note Purchase Agreement and (ii) the Series 20222019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222019-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2019-1 Closing Date pursuant to Section 2.07 of the Series 20222019-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 20222019-1 Class A-1 Outstanding Principal Amount exceed the Series 20222019-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222019-1 Class A-1 Outstanding Subfacility Amount (each such increase, increase referred to as a “Subfacility Increase”) through borrowings of Series 20222019-1 Class A-1 Swingline Loans and issuance or incurrence of Series 20222019-1 Class A-1 L/C Obligations are set forth in the Series 20222019-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Series 2019-1 Class A-1 Administrative Agent of the issuance of the Series 20222019-1 Class A-1 Initial Swingline Principal Amount and the Series 20222019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Wendy's Co)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222018-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT; ISSUANCE OF ADDITIONAL CLASS A-1 NOTES Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222018-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222018-1 Class A-1 Advances set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement, (i) on the Series 2018-1 Closing Date, the Master Issuer Co-Issuers may cause the Series 20222018-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222018-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222018-1 Class A-1 Advances made on the Series 2018-1 Closing Date (the “Series 20222018-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2022-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer Co-Issuers may increase the Series 20222018-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222018-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222018-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222018-1 Class A-1 Outstanding Principal Amount exceed the Series 20222018-1 Class A-1 Notes Maximum Principal Amount. The Series 20222018-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222018-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222018-1 Class A-1 Noteholders (other than the Series 20222018-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222018-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer Co-Issuers in the applicable Series 20222018-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer Co-Issuers or the Series 2018-1 Class A-1 Administrative Agent of the Series 20222018-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222018-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement, on the Series 20222018-1 Closing Date, the Master Issuer Co-Issuers may cause (i) the Series 20222018-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222018-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans Loans, if any, made on the Series 2018-1 Closing Date pursuant to Section 2.06 of the Series 20222018-1 Class A-1 Note Purchase Agreement (the “Series 2018-1 Class A-1 Initial Swingline Loan”) and (ii) the Series 20222018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawingcausing the issuance, at par, of the initial principal amounts of the Series 20222018-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2018-1 Closing Date pursuant to Section 2.07 of the Series 20222018-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 20222018-1 Class A-1 Outstanding Principal Amount exceed the Series 20222018-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222018-1 Class A-1 Outstanding Subfacility Amount (each such increase, increase referred to as a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and the issuance or incurrence of Series 2022-1 Class A-1 L/C Obligations are set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer Co-Issuers or the Series 2018-1 Class A-1 Administrative Agent of the issuance of the Series 20222018-1 Class A-1 Initial Swingline Principal Amount and Loan, the issuance of Series 20222018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and Notes or any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and or Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Dine Brands Global, Inc.)

INITIAL ISSUANCE, INCREASES AND DECREASES OF. SERIES 20222018-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 20222018-1 Class A-1 Outstanding Principal Amount. (a) Subject to satisfaction of the conditions precedent to the making of Series 20222018-1 Class A-1 Advances set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement, (i) on the Closing Date, the Master Issuer may cause the Series 20222018-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 20222018-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222018-1 Class A-1 Advances made on the Closing Date (the “Series 20222018-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 20222018-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 20222018-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 20222018-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 20222018-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 20222018-1 Class A-1 Outstanding Principal Amount exceed the Series 20222018-1 Class A-1 Notes Maximum Principal Amount. The Series 20222018-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 20222018-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement) allocated among the Series 20222018-1 Class A-1 Noteholders (other than the Series 20222018-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 20222018-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 20222018-1 Class A-1 Advance Request or as otherwise set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the Series 20222018-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 20222018-1 Class A-1 Initial Advance or such Increase, as applicable. (b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement, on the Series 20222018-1 Closing Date, the Master Issuer may cause (i) the Series 20222018-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222018-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 20222018-1 Class A-1 Swingline Loans made on the Closing Date pursuant to Section 2.06 of the Series 20222018-1 Class A-1 Note Purchase Agreement and (ii) the Series 20222018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 20222018-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Closing Date pursuant to Section 2.07 of the Series 20222018-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 20222018-1 Class A-1 Outstanding Principal Amount exceed the Series 20222018-1 Class A-1 Notes Maximum Principal Amount. The procedures relating to increases in the Series 20222018-1 Class A-1 Outstanding Subfacility Amount (each such increase, a “Subfacility Increase”) through borrowings of Series 20222018-1 Class A-1 Swingline Loans and issuance or incurrence of Series 20222018-1 Class A-1 L/C Obligations are set forth in the Series 20222018-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 20222018-1 Class A-1 Initial Swingline Principal Amount and the Series 20222018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.

Appears in 1 contract

Samples: Series Supplement (Planet Fitness, Inc.)

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