Terms of Incremental Commitments and Loans. The terms and provisions of the Incremental Commitments and Loans made pursuant thereto shall be as follows: (i) the terms and provisions of any Increase Revolving Commitments shall be substantially identical to the terms of the existing Revolving Commitments of the relevant Class; provided, however, that upfront fees may be paid to Lenders providing such Increase Revolving Commitments as agreed by such Lenders and the Borrower. Interest Periods applicable to Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis); (ii) the maturity date of any New Revolving Commitments shall not be earlier than the Maturity Date of the Closing Date Revolving Facility and such New Revolving Commitments shall not have any scheduled commitment reductions or amortization prior to the Maturity Date of the Closing Date Revolving Facility; (iii) the terms and provisions of Increase Term Loans shall be substantially identical to the existing Term Loans of the relevant Class, with appropriate adjustments to the amortization schedule set forth in Section 2.06(a) and/or Section 2.06(b), as applicable, to address such Increase Term Loans (which shall in any event include such adjustments as necessary to provide for the “fungibility” of such Increase Term Loans with the existing Term Loans of such Class); provided, however, that upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans as (iv) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term B loans” shall be no shorter than the Weighted Average Life to Maturity of the Term B Facility as of the effective date of such Class of New Term Loans; (v) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term A loans” shall be no shorter than the Weighted Average Life to Maturity of the Term A Facility as of the effective date of such Class of New Term Loans;
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Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP)
Terms of Incremental Commitments and Loans. The terms and provisions of the Incremental Commitments and Loans made pursuant thereto shall be as follows:
(i) the terms and provisions of any Increase Revolving Commitments shall be substantially identical to the terms of the existing Revolving Commitments of the relevant Class; provided, however, that upfront fees may be paid to Lenders providing such Increase Revolving Commitments as agreed by such Lenders and the Borrower. Interest Periods applicable to Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis);
(ii) the maturity date of any New Revolving Commitments shall not be earlier than the Maturity Date of the Closing Amendment No. 3 Effective Date Revolving Facility and such New Revolving Commitments shall not have any scheduled commitment reductions or amortization prior to the Maturity Date of the Closing Amendment No. 3 Effective Date Revolving Facility;
(iii) the terms and provisions of Increase Term Loans shall be substantially identical to the existing Term Loans of the relevant Class, with appropriate adjustments to the amortization schedule set forth in Section 2.06(a) and/or Section 2.06(b), as applicable, to address such Increase Term Loans (which shall in any event include such adjustments as necessary to provide for the “fungibility” of such Increase Term Loans with the existing Term Loans of such Class); provided, however, that upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans asas agreed by such Lenders and the Borrower. Interest Periods applicable to Increase Term Loans may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Term Loans of the relevant Class (and allocated to such Interest Period(s) on a proportional basis);
(iv) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term B loans” shall be no shorter than the Weighted Average Life to Maturity of the Term B Facility as of the effective date of such Class of New Term Loans;
(v) [reserved];
(vi) the Weighted Average Life to Maturity maturity date of any Class of New Term Loans that are “term A loans” shall not be no shorter earlier than the Weighted Average Life to Maturity Date of the Term A Facility B Facility;
(vii) [reserved];
(viii) the commitment fees and yield applicable to the New Revolving Commitments shall be determined by the Borrower and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement;
(ix) the yield applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement; provided, that, with respect to any Incremental Term Loans made on or prior to the date that is six (6) months after the Closing Date, the yield applicable to Incremental Term Loans shall not be greater than the yield payable with respect to existing Term Loans pursuant to the terms of this Agreement (as of amended through the effective date of such calculation with respect to existing Term Loans); plus 50 basis points per annum unless the interest rate margins with respect to the existing Term Loans are increased so as to cause the then applicable yield on the existing Term Loans under this Agreement to equal the yield then applicable to such Incremental Term Loans minus 50 basis points; provided, further, that in determining the applicable yield: (w) original issue discount or upfront fees paid by the Borrower in connection with the Term Loans incurred on the Closing Date, as applicable, or such Incremental Term Loans on the closing date thereof (based on a four-year average life to maturity); shall be included, any amendments to the Applicable Rate for the Term Loans that became effective subsequent to the Closing Date but prior to the time of the addition of such Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Term Loans incurred on the Closing Date, as applicable, or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term Loans shall be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than that applicable to the existing Term Loans and such “LIBOR” floor is applicable at the time such Incremental Term Loans are incurred, such excess amount shall be equated to interest margin for determining the increase; provided further, the Borrower and the Administrative Agent shall determine the yield payable with respect to Term Loans and each Class of such Incremental Term Loans for purposes of the foregoing calculation and such determination shall be conclusive absent manifest error;
(x) New Term Loans;Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder; and
(xi) except as expressly provided in clauses (i) through (x) above, any New Revolving Commitments and New Term Loans shall have terms, covenants and events of default that, taken as a whole, are no more favorable (as reasonably determined by the Borrower in good faith) to the Lenders providing such new Revolving Commitments and New Term Loans than those under the Amendment No. 3 Effective Date Revolving Facility or Term B Facility, as applicable, except for those terms, covenants and events of default applicable solely after the then-latest Maturity Date under the Amendment No. 3 Effective Date Revolving Commitments and Term B Facility.
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Terms of Incremental Commitments and Loans. The terms and provisions of the Incremental Commitments and Loans made pursuant thereto shall be as follows:
(i) the terms and provisions of any Increase Revolving Commitments shall be substantially identical to the terms of the existing Revolving Commitments of the relevant Class; provided, however, that upfront fees may be paid to Lenders providing such Increase Revolving Commitments as agreed by such Lenders and the Borrower. Interest Periods applicable to Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis);
(ii) the maturity date of any New Revolving Commitments shall not be earlier than the Maturity Date of the Closing Date Revolving Facility and such New Revolving Commitments shall not have any scheduled commitment reductions or amortization prior to the Maturity Date of the Closing Date Revolving Facility;
(iii) the terms and provisions of Increase Term Loans shall be substantially identical to the existing Term Loans of the relevant Class, with appropriate adjustments to the amortization schedule set forth in Section 2.06(a) and/or Section 2.06(b), as applicable, to address such Increase Term Loans (which shall in any event include such adjustments as necessary to provide for the “fungibility” of such Increase Term Loans with the existing Term Loans of such Class); provided, however, that upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans as
(iv) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term B loans” shall be no shorter than the Weighted Average Life to Maturity of the Term B Facility as of the effective date of agreed by such Class of New Term Loans;
(v) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term A loans” shall be no shorter than the Weighted Average Life to Maturity of the Term A Facility as of the effective date of such Class of New Term Loans;Lenders and the
Appears in 1 contract
Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP)
Terms of Incremental Commitments and Loans. The terms and provisions of the Incremental Commitments and Loans made pursuant thereto shall be as follows:
(i) the terms and provisions of any Increase Revolving Commitments shall be substantially identical to the terms of the existing Revolving Commitments of the relevant Class; provided, however, that upfront fees may be paid to Lenders providing such Increase Revolving Commitments as agreed by such Lenders and the Borrower. Interest Periods applicable to Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis);
(ii) the maturity date of any New Revolving Commitments shall not be earlier than the Maturity Date of the Closing Date Revolving Facility and such New Revolving Commitments shall not have any scheduled commitment reductions or amortization prior to the Maturity Date of the Closing Date Revolving Facility;
(iii) the terms and provisions of Increase Term Loans shall be substantially identical to the existing Term Loans of the relevant Class, with appropriate adjustments to the amortization schedule set forth in Section 2.06(a) and/or Section 2.06(b), as applicable, to address such Increase Term Loans (which shall in any event include such adjustments as necessary to provide for the “fungibility” of such Increase Term Loans with the existing Term Loans of such Class); provided, however, that upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans asas agreed by such Lenders and the Borrower. Interest Periods applicable to Increase Term Loans may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Term Loans of the relevant Class (and allocated to such Interest Period(s) on a proportional basis);
(iv) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term B loans” shall be no shorter than the Weighted Average Life to Maturity of the Term B Facility as of the effective date of such Class of New Term Loans;
(v) [reserved];
(vi) the Weighted Average Life to Maturity maturity date of any Class of New Term Loans that are “term A loans” shall not be no shorter earlier than the Weighted Average Life to Maturity Date of the Term A Facility B Facility;
(vii) [reserved];
(viii) the commitment fees and yield applicable to the New Revolving Commitments shall be determined by the Borrower and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement;
(ix) the yield applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement; provided, that, with respect to any Incremental Term Loans made on or prior to the date that is six (6) months after the Closing Date, the yield applicable to Incremental Term Loans shall not be greater than the yield payable with respect to existing Term Loans pursuant to the terms of this Agreement (as of amended through the effective date of such calculation with respect to existing Term Loans); plus 50 basis points per annum unless the interest rate margins with respect to the existing Term Loans are increased so as to cause the then applicable yield on the existing Term Loans under this Agreement to equal the yield then applicable to such Incremental Term Loans minus 50 basis points; provided, further, that in determining the applicable yield: (w) original issue discount or upfront fees paid by the Borrower in connection with the Term Loans incurred on the Closing Date, as applicable, or such Incremental Term Loans on the closing date thereof (based on a four-year average life to maturity); shall be included, any amendments to the Applicable Rate for the Term Loans that became effective subsequent to the Closing Date but prior to the time of the addition of such Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Term Loans incurred on the Closing Date, as applicable, or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term Loans shall be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than that applicable to the existing Term Loans and such “LIBOR” floor is applicable at the time such Incremental Term Loans are incurred, such excess amount shall be equated to interest margin for determining the increase; provided further, the Borrower and the Administrative Agent shall determine the yield payable with respect to Term Loans and each Class of such Incremental Term Loans for purposes of the foregoing calculation and such determination shall be conclusive absent manifest error;
(x) New Term Loans;Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder; and
(xi) except as expressly provided in clauses (i) through (x) above, any New Revolving Commitments and New Term Loans shall have terms, covenants and events of default that, taken as a whole, are no more favorable (as reasonably determined by the Borrower in good faith) to the Lenders providing such new Revolving Commitments and New Term Loans than those under the Closing Date Revolving Facility or Term B Facility, as applicable, except for those terms, covenants and events of default applicable solely after the then-latest Maturity Date under the Closing Date Revolving Commitments and Term B Facility.
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Terms of Incremental Commitments and Loans. The terms and provisions of the Incremental Commitments and Loans made pursuant thereto shall be as follows:
(i) the terms and provisions of any Increase Revolving Commitments shall be substantially identical to the terms of the existing Revolving Commitments of the relevant Class; provided, however, that upfront fees may be paid to Lenders providing such Increase Revolving Commitments as agreed by such Lenders and the Borrower. Interest Periods applicable to Revolving Loans advanced pursuant to Incremental Revolving Commitments may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Revolving Loans of the applicable Class (and allocated to such Interest Period(s) on a proportional basis);
(ii) the maturity date of any New Revolving Commitments shall not be earlier than the Maturity Date of the Closing Date Revolving Facility and such New Revolving Commitments shall not have any scheduled commitment reductions or amortization prior to the Maturity Date of the Closing Date Revolving Facility;
(iii) the terms and provisions of Increase Term Loans shall be substantially identical to the existing Term Loans of the relevant Class, with appropriate adjustments to the amortization schedule set forth in Section 2.06(a) and/or Section 2.06(b), as applicable, to address such Increase Term Loans (which shall in any event include such adjustments as necessary to provide for the “fungibility” of such Increase Term Loans with the existing Term Loans of such Class); provided, however, that upfront fees or original issue discount may be paid to Lenders providing such Increase Term Loans asas agreed by such Xxxxxxx and the Borrower. Interest Periods applicable to Increase Term Loans may, at the election of the Administrative Agent and the Borrower, be made with Interest Period(s) identical to the Interest Period(s) applicable to existing Term Loans of the relevant Class (and allocated to such Interest Period(s) on a proportional basis); provided, further, that the Weighted Average Life to Maturity and maturity date of any Increase Term Loans that are of the same Class as the Term A Facility or of any prior New Term Loans that were incurred as “term A loans” shall be subject to clauses (v) and (vii) below, respectively;
(iv) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term B loans” shall be no shorter than the Weighted Average Life to Maturity of the Term B Facility as of the effective date of such Class of New Term Loans;
(v) the Weighted Average Life to Maturity of any Class of New Term Loans that are “term A loans” shall be no shorter than the Weighted Average Life to Maturity of the Term B Facility as of the effective date of such Class of New Term Loans; provided that an aggregate amount of up to $200,000,000 of (A) New Term Loans that are “term A loans” and (B) Increase Term Loans that are of the same Class as the Term A Facility or of any prior New Term Loans that were incurred as “term A loans” may have a Weighted Average Life to Maturity shorter than the Term B facility as of the effective date of such Class of New Term Loans but in no event shorter than the Term A Facility as of the effective date of such Class of New Term Loans;
(vi) the maturity date of any New Term Loans that are “term B loans” shall not be earlier than the Maturity Date of the Term B Facility;
(vii) the maturity date of any New Term Loans that are “term a loans” shall not be earlier than the Maturity Date of the Term B Facility; provided that an aggregate amount of up to $200,000,000 of (A) New Term Loans that are “term A loans” and (B) Increase Term Loans that are of the same Class as the Term A Facility or of any prior New Term Loans that were incurred as “term A loans” may have a maturity date earlier than the Term B facility but in no event may such New Term Loans have a maturity date earlier than the Term A Facility;
(viii) the commitment fees and yield applicable to the New Revolving Commitments shall be determined by the Borrower and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement;
(ix) the yield applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement; provided, that, with respect to existing Term B Loans only, the yield applicable to Incremental Term Loans that are “term B loans” shall not be greater than the yield payable with respect to existing Term B Loans pursuant to the terms of this Agreement (as amended through the date of such calculation with respect to existing Term B Loans), plus 50 basis points per annum unless the interest rate margins with respect to the existing Term B Loans are increased so as to cause the then applicable yield on the existing Term B Loans under this Agreement to equal the yield then applicable to such Incremental Term Loans that are “term B loans” minus 50 basis points; provided, further, that in determining the applicable yield: (w) original issue discount or upfront fees paid by the Borrower in connection with the Term B Loans incurred on the Closing Date, as applicable, or such Incremental Term Loans on the closing date thereof (based on a four-year average life to maturity), shall be included, (x) any amendments to the Applicable Rate for the Term B Loans that became effective subsequent to the Closing Date but prior to the time of the addition of such Incremental Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Term B Loans incurred on the Closing Date, as applicable, or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term Loans shall be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than that applicable to the existing Term B Loans and such “LIBOR” floor is applicable at the time such Incremental Term Loans are incurred, such excess amount shall be equated to interest margin for determining the increase; provided further, the Borrower and the Administrative Agent shall determine the yield payable with respect to Term B Loans and each Class of such Incremental Term Loans for purposes of the foregoing calculation and such determination shall be conclusive absent manifest error;
(x) New Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder; and
(xi) except as expressly provided in clauses (i) through (x) above, any New Revolving Commitments and New Term Loans shall have terms, covenants and events of default that, taken as a whole, are no more favorable (as reasonably determined by the Borrower in good faith) to the Lenders providing such new Revolving Commitments and New Term Loans than those under the Closing Date Revolving Facility, Term A Facility or Term B Facility, as applicable, except for those terms, covenants and events of default applicable solely after the then-latest Maturity Date under the Closing Date Revolving Commitments, Term A Facility and Term B Facility.
Appears in 1 contract
