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Common use of Required Terms Clause in Contracts

Required Terms. The terms and provisions of Loans made pursuant to Additional Commitments shall be, as set forth in the applicable Increase Joinder, provided, however, that: (i) the maturity date of the Loans made pursuant to the Additional Commitments shall not be earlier than the Original Loan Maturity Date; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be determined by the Lead Borrower and the Additional Commitment Lenders; provided that in the event that the all-in-yield for any Loans made pursuant to Additional Commitments is greater than that applicable to the Loans made pursuant to the initial Commitments, then the Applicable Margins for the Loans made pursuant to the initial Commitments shall be increased to the extent necessary so that the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount or upfront fees payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments shall be excluded and (y) customary arrangement or commitment fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (i) and (ii) above, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original Commitments.

Appears in 6 contracts

Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Keane Group, Inc.), Asset Based Revolving Credit Agreement (Safeway Stores 42, Inc.)

Required Terms. The terms terms, provisions and provisions documentation of the Incremental Term Loans made pursuant to and Incremental Term Commitments or the Incremental Revolving Loans and Revolving Commitment Increases or Additional Commitments shall Revolving Commitments, as the case may be, of any Class, and of the Other Term Loans and the Other Notes, except as otherwise set forth herein, shall be as agreed between the Lead Borrower and the applicable Incremental Lenders or Persons providing such Incremental Commitments, Other Term Loans or Other Notes, as applicable; provided that to the extent the terms of such Incremental Commitments are set forth in the applicable Increase JoinderLoan Documents and are not otherwise (taken as a whole) consistent with the Facilities (except to the extent permitted by this Section 2.14), providedthe terms of such Incremental Commitments, howeverOther Term Loans or Other Notes shall be reasonably satisfactory to the Administrative Agent (such approval not to be unreasonably withheld, thatdelayed, denied or conditioned). In any event: (i) the Incremental Term Loans, Other Term Loans and Other Notes (except as otherwise specified below in this clause (i)): (A) (I)(x) shall rank pari passu or junior in right of payment with the Initial Term Loans and (y) other than with respect to Other Term Loans and Other Notes, shall rank pari passu or junior in right of security with the Initial Term Loans and Delayed Draw Term Loans; (II) shall not at any time be guaranteed by any Subsidiary other than a Loan Party (unless the Required Lenders have declined or otherwise permitted a guarantee from such other Person and except as otherwise permitted under this Agreement), and (III) are not secured by a Lien on any property or asset of the Loan Parties that does not constitute Collateral (unless the Required Lenders have declined or otherwise permitted a Lien on such Collateral and except as otherwise permitted under this Agreement), and if secured by a junior Lien, subject to an Intercreditor Agreement; (B) shall not have a scheduled maturity date of the Loans made pursuant to the Additional Commitments shall not be earlier than the Original Loan Latest Maturity DateDate of the Initial Term Loans and Delayed Draw Term Loans outstanding at the time of incurrence of such Incremental Term Loans (or in the case of Other Term Loans and Other Notes at least 91 days thereafter) in each case, other than any customary bridge facility so long as the Indebtedness into which such customary bridge facility is to be converted complies with such requirements; (iiC) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Initial Term Loans and Delayed Draw Term Loans (without giving effect to any amortization or prepayments on the outstanding Term Loans) excluding in all events customary bridge financings so long as the Indebtedness into which such bridge financing is to be converted complies with the requirements herein; (D) the Applicable Margins for the Loans made pursuant pricing, interest rate margins, discounts, premiums, interest rate floors, fees, and, subject to the Additional Commitments clause (C) above, amortization schedule applicable thereto shall be determined by the Lead Borrower and the Additional Commitment Lenderslender(s) thereunder; provided, however, that, with respect to any Other Term Loans, Other Notes or Incremental Term Loans which rank pari passu in right of payment and security with the Initial Term Loans and Delayed Draw Term Loans, if the All-In Yield (determined as of the initial funding date) in respect of any such Other Term Loans, Other Notes or Incremental Term Loans exceeds the All-In Yield in respect of any Initial Term Loans and Delayed Draw Term Loans by more than 0.50%, the Applicable Rate in respect of such Initial Term Loans and Delayed Draw Term Loans shall be adjusted so that the All-In Yield in respect of such Initial Term Loans and Delayed Draw Term Loans is equal to the All-In Yield in respect of such Other Term Loans, Other Notes or Incremental Term Loans minus 0.50%; provided, further, to the extent any change in the All-In Yield of the Initial Term Loans and Delayed Draw Term Loans is necessitated by this clause (D) on the basis of an effective interest rate floor in respect of the Other Term Loans, Other Notes or the Incremental Term Loans, the increased All-In Yield in the Initial Term Loans and Delayed Draw Term Loans shall (unless otherwise agreed in writing by the Lead Borrower) have such increase in the All-In Yield effected solely by increases in the interest rate floor(s) applicable to the Initial Term Loans and Delayed Draw Term Loans; (E) to the extent secured on a pari passu basis with the Initial Term Loans and Delayed Draw Term Loans, Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis except with respect to Declined Proceeds) in any mandatory prepayments of Initial Term Loans and Delayed Draw Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [Reserved]; (G) may participate on a pro rata basis, greater than a pro rata basis (to the extent secured on a pari passu basis with the Initial Term Loans) or less than a pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder; and (H) all other terms of any Other Term Loans, Other Notes and Incremental Term Loans (other than Term Loan Increases, which terms shall be on terms (other than fees) applicable to the Term Loans) shall be as determined by the Lead Borrower and the lenders thereof; provided that such terms shall either be (x) on market terms and conditions (taken as a whole as determined by the Lead Borrower in good faith) at the event time of such incurrence or (y) reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld, conditioned, delayed or denied). (ii) All terms of any Revolving Commitment Increases and Incremental Revolving Loans thereunder shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans; provided, that underwriting, arrangement, structuring, ticking, commitment, upfront or similar fees, and other fees payable in connection therewith that are not shared with all relevant lenders providing such Revolving Commitment Increases and related Incremental Revolving Loans, that may be agreed to among the all-in-yield for any Lead Borrower and the lender(s) providing and/or arranging Revolving Commitment Increases and related Incremental Revolving Loans made pursuant to may be paid in connection with Revolving Commitment Increases. (iii) Additional Revolving Commitments is greater than and Additional Revolving Loans shall have terms and conditions that are substantially the same as the terms and conditions applicable to the Loans made pursuant to Initial Revolving Commitments and the initial Commitmentsrelated Revolving Loans, then other than the Applicable Margins for Maturity Date of such Additional Revolving Commitments and loans in respect thereof (the Loans made pursuant to the initial Commitments shall be increased to the extent necessary so that the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial CommitmentsRevolving Loans”) and as set forth in this Section 2.14(e)(iii); provided, further, that notwithstanding anything to the contrary in determining this Section 2.14 or otherwise: (A) any such Additional Revolving Commitments and Additional Revolving Loans shall rank pari passu in right of payment and of security with the all-in-yieldRevolving Credit Loans; (B) any such Additional Revolving Commitments and Additional Revolving Loans shall not have a scheduled maturity earlier than the latest Revolving Credit Maturity Date, determined at the time of establishment of such Additional Revolving Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Additional Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of such Additional Revolving Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Additional Revolving Loans with respect to Additional Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments on the Incremental Facility Closing Date; (D) [reserved]; (E) the permanent repayment of Additional Revolving Loans with respect to, and termination of, Additional Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Incremental Facility Closing Date, except that the Borrower shall be permitted, in its sole discretion, to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis (x) original issue discount or upfront fees payable by the Lead Borrower as compared to the Lenders in the primary syndication of any other Class of Commitments shall be excluded with a later Maturity Date than such Class and (y) customary arrangement or commitment fees payable as compared to any other Class in connection with the refinancing thereof with Refinancing Revolving Credit Commitments; (F) assignments and participations of Additional Revolving Commitments and Additional Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Arrangers then-outstanding Revolving Credit Commitments and Revolving Credit Loans on the applicable Incremental Facility Closing Date; (or their respective AffiliatesG) or to one or more arrangers (or their respective Affiliates) the pricing, fees and other immaterial terms of the Additional Commitments Revolving Loans may be different and shall be excluded to determined by the extent they are not shared with all LendersBorrower and the lender(s) thereunder; and (iiiH) except any such Additional Revolving Commitments and Additional Revolving Loans shall not at any time be guaranteed by any Person other than the Guarantors, and shall not be secured by a Lien on any property or asset that does not constitute Collateral. (iv) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Revolving Commitment Increases or Additional Revolving Commitments, as set forth the case may be, may at the option of the Lead Borrower in clauses (i) and (ii) aboveconsultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders of the Loans pursuant to applicable Class or Classes for the Additional Commitments shall have benefit of such existing Lenders of the same terms (applicable Class or Classes including, for the avoidance of doubt, any increase in the guarantees applicable yield relating to any existing Class of Term Loans to achieve fungibility for U.S. federal income tax purposes with any existing Class of Term Loans. In addition, if required to consummate any Incremental Term Loans and security) as Incremental Term Commitments or the Incremental Revolving Loans pursuant and Revolving Commitment Increases or Additional Revolving Commitments, the pricing, interest rate margins, rate floors, undrawn fees and premiums on the applicable Loan being increased may be increased or extended but additional upfront fees, original issue discount or similar fees may be payable to the original CommitmentsLenders participating in any such Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Revolving Commitment Increases or Additional Revolving Commitments without any requirement to pay such amounts to any existing Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)

Required Terms. The terms terms, provisions and provisions documentation of the Incremental Term Loans made pursuant to Additional and Incremental Term Commitments shall or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class, except as otherwise set forth in herein, shall be as agreed between the Borrower and the applicable Increase JoinderIncremental Lenders or lenders providing such Incremental Commitments, provided, however, thatas applicable. In any event: (i) the Incremental Term Loans (except as otherwise specified below in this clause (i)): (1) shall rank pari passu or junior (if secured) in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2)(x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the other Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the other Facilities; (B) shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans; (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of Initial Term Loans; (D) subject to Section 2.14(e)(i)(B) and Section 2.14(e)(i)(C) above, shall have a maturity date and amortization determined by the Borrower and the applicable Incremental Term Lenders or other Additional Lenders; (E) may participate (x) on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.05(b)(iii)(B))) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above and other than call protection to be agreed between the Borrower and the applicable Incremental Lenders) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans, (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing corresponding Facility and (z) covenants or other provisions conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Lenders and that are more favorable to the Lenders). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) (1) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2) (x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Revolving Maturity Date at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made pursuant to on a pro rata basis with all other Revolving Credit Commitments on the Additional Commitments shall not be earlier than the Original Loan Maturity Incremental Facility Closing Date; (iiD) subject to the provisions of Sections 2.03(m) and 2.04(g), to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued); (E) the Applicable Margins for permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date; and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Additional Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates. (iii) the Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Lead Borrower and the Additional Commitment Lendersapplicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that, with respect to any Incremental Term Loans that are pari passu in right of payment and with respect to security with the Initial Term Loans, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided that in the event that proviso below, the all-in-yield for any Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans made pursuant is increased so as to Additional Commitments is greater than that cause the then applicable Effective Yield under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans made pursuant minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency Rate or Base Rate floors shall be equated to the initial Commitments, then the Applicable Margins applicable Effective Yield for the Loans made pursuant purposes of determining whether an increase to the initial Commitments interest rate margin under the Initial Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans shall be increased to the extent necessary so that of such differential between the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount Eurocurrency Rate or upfront fees payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments shall be excluded and (y) customary arrangement or commitment fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (i) and (ii) above, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original CommitmentsBase Rate floors.

Appears in 1 contract

Samples: Credit Agreement (Global Eagle Entertainment Inc.)

Required Terms. The terms terms, provisions and provisions documentation of the Incremental Term Loans made pursuant to Additional and Incremental Commitments of any Class shall bebe as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth in herein, to the applicable Increase Joinderextent not identical to the Term Loans existing on the Incremental Facility Closing Date, provided, however, that: shall be reasonably satisfactory to Administrative Agent. In any event: (i) the maturity date of the Loans made pursuant to the Additional Commitments Incremental Term Loans: (A) shall not be earlier than the Original Loan Maturity Date; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be determined by the Lead Borrower and the Additional Commitment Lenders; provided that in the event that the all-in-yield for any Loans made pursuant to Additional Commitments is greater than that applicable to the Loans made pursuant to the initial Commitments, then the Applicable Margins for the Loans made pursuant to the initial Commitments shall be increased to the extent necessary so that the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount or upfront fees payable by the Lead Borrower to the Lenders rank pari passu in the primary syndication right of any Class payment and of Commitments shall be excluded security with and (y) customary arrangement or commitment fees payable have the same Guarantees as the Term Loans, (B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the Arrangers remaining Weighted Average Life to Maturity of any then-existing Term Loans, (or their respective AffiliatesD) or shall have an Applicable Rate, and subject to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (ie)(i)(B) and (iie)(i)(C) aboveabove and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Lenders, and (E) the Incremental Term Loans pursuant to may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original Commitments.applicable Incremental Amendment;

Appears in 1 contract

Samples: Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.)

Required Terms. The terms terms, provisions and provisions of Loans made pursuant to Additional Commitments shall be, as set forth in the applicable Increase Joinder, provided, however, that: (i) the maturity date documentation of the Incremental Loans made pursuant to the Additional and Incremental Commitments shall not be earlier than the Original Loan Maturity Date; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments of any Class shall be determined by as agreed between the Lead Borrower and the Additional Commitment Lenders; provided that in the event that the all-in-yield for any Loans made pursuant to Additional Commitments is greater than that applicable to the Loans made pursuant to the initial Incremental Lenders providing such Incremental Commitments, then the Applicable Margins for the Loans made pursuant to the initial Commitments shall be increased and except as otherwise set forth herein, to the extent necessary so that the all-in-yield for the Loans made pursuant not identical to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount or upfront fees payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments Loans, each existing on the Incremental Facility Closing Date, shall be excluded and (y) customary arrangement or commitment fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared consistent with all Lenders; and (iii) except as set forth in clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent. In any event: (i) the Incremental Loans and Incremental Commitments: (1) (I) shall rank pari passu or junior in right of payment with the Obligations under the Loans that are senior in right of payment, (II) shall not be guaranteed by any person other than a Guarantor hereunder and (III) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans (and, if applicable, subject to a subordination agreement and/or the ABL Intercreditor Agreement (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent), (2) as of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Original Loan Maturity Date, (3) as of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Loans, (4) shall have an Applicable Margin and, subject to clauses (e)(i)(2) and (e)(i)(3) above, an amortization schedule determined by the Borrower and the applicable Incremental Lenders; provided the Applicable Margin for a Loan Increase shall be the Applicable Margin for the Class being increased, 38669945_32 (5) shall have fees determined by the Borrower and the applicable Incremental Loan arranger(s), and (6) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except in respect of any Refinanced Debt or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Loans hereunder. (ii) the All-In Yield applicable to the Incremental Loans shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that (A) with respect to any Loans made under Incremental Commitments (to the extent pari passu in right of payment and security with the Term B Loans), the All-In Yield applicable to such Incremental Loans shall not be greater than the applicable All-In Yield payable pursuant to the Additional Commitments shall have terms of this Agreement as amended through the same terms date of such calculation with respect to Loans existing at such time plus 50 basis points per annum unless the interest rate (includingtogether with, for as provided in the avoidance of doubtproviso below, the guarantees and securityLIBOR Rate or Base Rate floor) with respect to such Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such Loans pursuant to equal the All-In Yield then applicable to the original CommitmentsIncremental Loans minus 50 basis points; provided that any increase in All-In Yield to any Loan due to the application or imposition of a LIBOR Rate or Base Rate floor on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) of a LIBOR or Base Rate floor applicable to such Loan.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Companies, Inc.)

Required Terms. The terms terms, provisions and provisions documentation of the Incremental Term Loans made pursuant to and Incremental Term Commitments or the Incremental Revolving Loans and Revolving Commitment Increases or Additional Commitments shall Revolving Commitments, as the case may be, of any Class, and of the Other Term Loans and the Other Notes, except as otherwise set forth in the applicable Increase Joinderherein, provided, however, that: (i) the maturity date of the Loans made pursuant to the Additional Commitments shall not be earlier than the Original Loan Maturity Date; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be determined by as agreed between the Lead Borrower and the Additional Commitment Lendersapplicable Incremental Lenders or Persons providing such Incremental Commitments, Other Term Loans or Other Notes, as applicable; provided that in the event that the all-in-yield for any Loans made pursuant to Additional Commitments is greater than that applicable to the Loans made pursuant to the initial Commitments, then the Applicable Margins for the Loans made pursuant to the initial Commitments shall be increased to the extent necessary so that the all-in-yield for terms of such Incremental Commitments are set forth in the Loans made pursuant Loan Documents and are not otherwise (taken as a whole) consistent with the Facilities (except to the Additional Commitments are equal extent permitted by this Section 2.14), the terms of such Incremental Commitments, Other Term Loans or Other Notes shall be reasonably satisfactory to the all-in-yield for Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned). In any event: (i) the Incremental Term Loans, Other Term Loans made pursuant to and Other Notes (except as otherwise specified below in this clause (i)): (A) (I)(x) shall rank pari passu or junior in right of payment with the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount or upfront fees payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments shall be excluded Initial Term Loans and (y) customary arrangement other than with respect to Other Term Loans and Other Notes, shall rank pari passu or commitment fees payable junior in right of security with the Initial Term Loans and Delayed Draw Term Loans; (II) shall not at any time be guaranteed by any Subsidiary other than a Loan Party (unless the Required Lenders have declined or otherwise permitted a guarantee from such other Person and except as otherwise permitted under this Agreement), and (III) are not secured by a Lien on any property or asset of the Loan Parties that does not constitute Collateral (unless the Required Lenders have declined or otherwise permitted a Lien on such Collateral and except as otherwise permitted under this Agreement), and if secured by a junior Lien, subject to an Intercreditor Agreement; (B) shall not have a scheduled maturity date earlier than the Arrangers Latest Maturity Date of the Initial Term Loans and Delayed Draw Term Loans outstanding at the time of incurrence of such Incremental Term Loans (or their respective Affiliatesin the case of Other Term Loans and Other Notes at least 91 days thereafter) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (i) and (ii) aboveeach case, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) other than any customary bridge facility so long as the Loans pursuant to the original Commitments.Indebtedness into which

Appears in 1 contract

Samples: Credit Agreement (Redwire Corp)

Required Terms. The terms and provisions of Loans made pursuant to the Additional Revolving Commitments shall be, as set forth in the applicable Increase Joinder, provided, however, that: (i) the maturity date of the Loans made pursuant Maturity Date with respect to the any Additional Revolving Commitments shall not be earlier than the Original Loan latest Maturity DateDate of any Revolving Commitments then in effect; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be determined by the Lead Borrower and the Additional Commitment Lenders; provided that in the event that the all-in-yield Applicable Margins for any Revolving Loans made pursuant to Additional Revolving Commitments is greater than that those applicable to the Revolving Loans made pursuant to the initial then existing Revolving Commitments, then the Applicable Margins for the Revolving Loans made pursuant to the initial then existing Revolving Commitments shall be increased to the extent necessary so that the all-in-yield Applicable Margins for the Revolving Loans made pursuant to the Additional Revolving Commitments are equal to the all-in-yield Applicable Margins for the Revolving Loans made pursuant to the initial existing Revolving Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount or upfront fees payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments shall be excluded and (y) customary arrangement or commitment fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (i) and (ii) above, the Additional Revolving Commitments (and Revolving Loans pursuant to the Additional Commitments thereunder) shall have the same terms (including, for the avoidance of doubt, the guarantees guarantees, security and securitypriority of payment) as the existing Revolving Commitments (and Revolving Loans pursuant to the original Commitmentsthereunder).

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)

Required Terms. The terms and provisions of Loans made pursuant to Additional Commitments shall be, as set forth in the applicable Increase Joinder, provided, however, that: (i) the maturity date of the Loans made pursuant to the Additional Commitments shall not be earlier than the Original Loan Maturity Date; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be determined by the Lead Borrower and the Additional Commitment Lenders; provided that in the event that the all-in-yield for any Loans made pursuant to Additional Commitments is greater than that applicable to the Loans made pursuant to the initial Commitments, then the Applicable Margins for the Loans made pursuant to the initial Commitments shall be increased to the extent necessary so that the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments shall be excluded and (y) customary arrangement or commitment fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (i) and (ii) above, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original Commitments.

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)

Required Terms. The terms terms, provisions and provisions documentation of the Incremental Term Loans made pursuant to and Incremental Term Commitments or the Incremental Revolving Loans and Revolving Commitment Increases or Additional Commitments shall Revolving Commitments, as the case may be, of any Class, and of the Other Term Loans and the Other Notes, except as otherwise set forth herein, shall be as agreed between the Lead Borrower and the applicable Incremental Lenders or Persons providing such Incremental Commitments, Other Term Loans or Other Notes, as applicable; provided that to the extent the terms of such Incremental Commitments are set forth in the applicable Increase JoinderLoan Documents and are not otherwise (taken as a whole) consistent with the Facilities (except to the extent permitted by this Section 2.14), providedthe terms of such Incremental Commitments, howeverOther Term Loans or Other Notes shall be reasonably satisfactory to the Administrative Agent (such approval not to be unreasonably withheld, thatdelayed, denied or conditioned). In any event: (i) the Incremental Term Loans, Other Term Loans and Other Notes (except as otherwise specified below in this clause (i)): (A) (I)(x) shall rank pari passu or junior in right of payment with the Initial Term Loans and (y) other than with respect to Other Term Loans and Other Notes, shall rank pari passu or junior in right of security with the Initial Term Loans and Delayed Draw Term Loans; (II) shall not at any time be guaranteed by any Subsidiary other than a Loan Party (unless the Required Lenders have declined or otherwise permitted a guarantee from such other Person and except as otherwise permitted under this Agreement), and (III) are not secured by a Lien on any property or asset of the Loan Parties that does not constitute Collateral (unless the Required Lenders have declined or otherwise permitted a Lien on such Collateral and except as otherwise permitted under this Agreement), and if secured by a junior Lien, subject to an Intercreditor Agreement; (B) shall not have a scheduled maturity date of the Loans made pursuant to the Additional Commitments shall not be earlier than the Original Loan Latest Maturity DateDate of the Initial Term Loans and Delayed Draw Term Loans outstanding at the time of incurrence of such Incremental Term Loans (or in the case of Other Term Loans and Other Notes at least 91 days thereafter) in each case, other than any customary bridge facility so long as the Indebtedness into which such customary bridge facility is to be converted complies with such requirements; (iiC) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Initial Term Loans and Delayed Draw Term Loans (without giving effect to any amortization or prepayments on the outstanding Term Loans) excluding in all events customary bridge financings so long as the Indebtedness into which such bridge financing is to be converted complies with the requirements herein; (D) the Applicable Margins for the Loans made pursuant pricing, interest rate margins, discounts, premiums, interest rate floors, fees, and, subject to the Additional Commitments clause (C) above, amortization schedule applicable thereto shall be determined by the Lead Borrower and the Additional Commitment Lenderslender(s) thereunder; provided that provided, however, that, with respect to any Other Term Loans, Other Notes or Incremental Term Loans which rank pari passu in right of payment and security with the event that Initial Term Loans and Delayed Draw Term Loans, if the allAll-in-yield for any Loans made pursuant to Additional Commitments is greater than that applicable to the Loans made pursuant to In Yield (determined as of the initial Commitmentsfunding date) in respect of any such Other Term Loans, then Other Notes or Incremental Term Loans exceeds the All-In Yield in respect of any Initial Term Loans and Delayed Draw Term Loans by more than 0.50%, the Applicable Margins for the Rate in respect of such Initial Term Loans made pursuant to the initial Commitments and Delayed Draw Term Loans shall be increased to the extent necessary adjusted so that the allAll-in-yield for the In Yield in respect of such Initial Term Loans made pursuant to the Additional Commitments are and Delayed Draw Term Loans is equal to the allAll-in-yield for the In Yield in respect of such Other Term Loans, Other Notes or Incremental Term Loans made pursuant to the initial Commitmentsminus 0.50%; provided, further, that to the extent any change in determining the allAll-inIn Yield of the Initial Term Loans and Delayed Draw Term Loans is necessitated by this clause (D) on the basis of an effective interest rate floor in respect of the Other Term Loans, Other Notes or the Incremental Term Loans, the increased All-yieldIn Yield in the Initial Term Loans and Delayed Draw Term Loans shall (unless otherwise agreed in writing by the Lead Borrower) have such increase in the All-In Yield effected solely by increases in the interest rate floor(s) applicable to the Initial Term Loans and Delayed Draw Term Loans; (E) to the extent secured on a pari passu basis with the Initial Term Loans and Delayed Draw Term Loans, Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (xbut not on a greater than pro rata basis except with respect to Declined Proceeds) original issue discount in any mandatory prepayments of Initial Term Loans and Delayed Draw Term Loans hereunder, as specified in the applicable Incremental Amendment or upfront fees payable definitive documentation; (F) [Reserved]; (G) may participate on a pro rata basis, greater than a pro rata basis (to the extent secured on a pari passu basis with the Initial Term Loans) or less than a pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder; and (H) all other terms of any Other Term Loans, Other Notes and Incremental Term Loans (other than Term Loan Increases, which terms shall be on terms (other than fees) applicable to the Term Loans) shall be as determined by the Lead Borrower to and the Lenders lenders thereof; provided that such terms shall either be (x) on market terms and conditions (taken as a whole as determined by the Lead Borrower in good faith) at the primary syndication time of any Class of Commitments shall be excluded and such incurrence or (y) customary arrangement reasonably acceptable to the Administrative Agent (such approval not to be unreasonably withheld, conditioned, delayed or commitment denied). (ii) All terms of any Revolving Commitment Increases and Incremental Revolving Loans thereunder shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans; provided, that underwriting, arrangement, structuring, ticking, commitment, upfront or similar fees, and other fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they in connection therewith that are not shared with all Lenders; and (iiirelevant lenders providing such Revolving Commitment Increases and related Incremental Revolving Loans, that may be agreed to among the Lead Borrower and the lender(s) except as set forth providing and/or arranging Revolving Commitment Increases and related Incremental Revolving Loans may be paid in clauses (i) and (ii) above, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original Commitmentsconnection with Revolving Commitment Increases.

Appears in 1 contract

Samples: Credit Agreement (Redwire Corp)

Required Terms. The terms terms, provisions and provisions documentation of the Incremental Term Loans made pursuant to Additional and Incremental Term Commitments shall or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class, except as otherwise set forth in herein, shall be as agreed between among the Borrower, the Required Lenders and the applicable Increase JoinderIncremental Lenders or lenders providing such Incremental Commitments, providedas applicable. In any event, however, thatexcept as otherwise agreed to by the Required Lenders: (i) the Incremental Term Loans (except as otherwise specified below in this clause (i)): (1) shall rank pari passu or junior (if secured) in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2)(x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the other Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the other Facilities; (B) shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans; (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of Initial Term Loans; (D) subject to Section 2.14(e)(i)(B) and Section 2.14(e)(i)(C) above, shall have a maturity date and amortization determined by the Borrower and the applicable Incremental Term Lenders or other Additional Lenders; (E) may participate (x) on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.05(b)(iii)(B))) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) except for the New Incremental Term Loans, the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above and other than call protection to be agreed between the Borrower and the applicable Incremental Lenders) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans, (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing corresponding Facility and (z) covenants or other provisions conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Lenders and that are more favorable to the Lenders). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) (1) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2) (x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Revolving Maturity Date at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made pursuant to on a pro rata basis with all other Revolving Credit Commitments on the Additional Commitments shall not be earlier than the Original Loan Maturity Incremental Facility Closing Date; (iiD) subject to the provisions of Sections 2.03(m) and 2.04(g), to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued); (E) the Applicable Margins for permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; (F) any assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date; and (G) Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Additional Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates. (iii) the Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Lead Borrower and the Additional Commitment Lendersapplicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that, with respect to any Incremental Term Loans that are pari passu in right of payment and with respect to security with the Initial Term Loans, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided that in the event that proviso below, the all-in-yield for any Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans made pursuant is increased so as to Additional Commitments is greater than that cause the then applicable Effective Yield under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans made pursuant minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency Rate or Base Rate floors shall be equated to the initial Commitments, then the Applicable Margins applicable Effective Yield for the Loans made pursuant purposes of determining whether an increase to the initial Commitments interest rate margin under the Initial Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans shall be increased to the extent necessary so that of such differential between the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x) original issue discount Eurocurrency Rate or upfront fees payable by the Lead Borrower to the Lenders in the primary syndication of any Class of Commitments shall be excluded and (y) customary arrangement or commitment fees payable to the Arrangers (or their respective Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; and (iii) except as set forth in clauses (i) and (ii) above, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original CommitmentsBase Rate floors.

Appears in 1 contract

Samples: Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement (Global Eagle Entertainment Inc.)

Required Terms. The terms and provisions of Loans made pursuant to Additional Commitments shall be, as set forth in the applicable Increase Joinder, provided, however, that: (i) the maturity date of the Loans made pursuant to the Additional Commitments shall not be earlier than the Original Loan Maturity Date; (ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be determined by the Lead Borrower Parent and the Additional Commitment Lenders; provided that in the event that the all-in-yield for any Loans made pursuant to Additional Commitments is more than 0.50% greater than the all-in-yield that is applicable to the Loans made pursuant to the initial Commitments, then the Applicable Margins for the Loans made pursuant to the initial Commitments shall be increased to the extent necessary so that the all-in-yield for the Loans made pursuant to the Additional Commitments are equal to is not more than 0.50% greater than the all-in-yield for the Loans made pursuant to the initial Commitments; provided, further, that in determining the all-in-yield, (x23) original issue discount or upfront fees payable by the Lead Borrower Parent to the Lenders in the primary syndication of any Class of Commitments shall be excluded and (y23) customary arrangement or commitment fees payable to the Arrangers Arranger (or their respective its Affiliates) or to one or more arrangers (or their respective Affiliates) of the Additional Commitments shall be excluded to the extent they are not shared with all Lenders; (iii) the Loans made pursuant to the Additional Commitments shall be in U.S. dollars and other currency reasonably acceptable to the Administrative Agent and each of the Additional Commitment Lenders allocated an Additional Commitments; and (iiiiv) except as set forth in clauses (i) and (ii) and (iii) above, the all terms and documentation with respect to any Loans made pursuant to the Additional Commitments shall have be substantially identical to the same terms applicable to the Loans (including, but excluding (A) any terms applicable after the Maturity Date or (B) that are also made for the avoidance benefit of doubt, the guarantees and securityLenders) as the Loans pursuant or shall be reasonably satisfactory to the original CommitmentsAdministrative Agent.

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (C&J Energy Services, Inc.)