Terms of Incremental Commitments. The Agent and the Borrower shall determine the effective date for such Incremental Facility pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Facility; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Agent) and at least 30 days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental Facility, the Borrower, the applicable Incremental Lender(s) and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans made by it on such Incremental Commitment Effective Date pursuant to clause (e) of this Section shall be Loans, for all purposes of this Agreement.
Appears in 5 contracts
Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)
Terms of Incremental Commitments. The Facility Agent and the Borrower shall determine the effective date for such Incremental Facility increase pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments increase among the Persons providing such Incremental Facilityincrease; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Facility increase (unless otherwise approved by the Facility Agent) and at least 30 days prior to the Maturity Commitment Termination Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental Facility, increase (i) the Borrower, the applicable Incremental Lender(s) and the Facility Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Facility Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s) or, at the sole discretion of the Facility Agent, (ii) the Borrower, the Lenders, the applicable Incremental Lender(s) and Facility Agent shall enter an amendment and restatement of this Agreement to provide for the Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment (and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitmentnot a separate facility hereunder), each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans Borrowings made by it on such Incremental Commitment Effective Date pursuant to clause paragraph (e) of this Section shall be LoansBorrowings, for all purposes of this Agreement.
Appears in 3 contracts
Samples: Credit and Security Agreement (TCW Direct Lending VIII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC)
Terms of Incremental Commitments. The Administrative Agent and the Borrower Borrowers shall determine the effective date for such Incremental Facility increase pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Facilityincrease; provided that such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such Incremental Facility increase (unless otherwise approved by the Administrative Agent) and at least 30 thirty (30) days prior to the Maturity Term Loan Advancing Termination Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental Facilityincrease, the BorrowerBorrowers, the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Incremental Lender Joinder Agreements, each in form and substance satisfactory to the Borrower Borrowers and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Term Loan Commitment (and not a separate facility hereunder) and Schedule 2.01 2.1 shall be updated accordingly to reflect such Incremental CommitmentCommitment and the increased Term Loan Maximum Amount, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Term Loans made by it on such Incremental Commitment Effective Date pursuant to clause paragraph (e) of this Section shall be Loans, Term Loans for all purposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Maxwell W Keith III), Credit Agreement (Via Renewables, Inc.)
Terms of Incremental Commitments. The Agent terms and provisions of Term Loans made pursuant to any Incremental Commitments shall be as follows:
(i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Incremental Term Loans made pursuant to any Incremental Commitments shall be as agreed upon between the Borrowers and the Borrower applicable Lenders providing such Incremental Term Loans (it being understood that the Incremental Term Loans may be part of the Initial Term Loans or any other Class of Term Loans);
(ii) the Weighted Average Life to Maturity of any Term Loans made pursuant to Incremental Commitments shall determine be no shorter than the effective remaining Weighted Average Life to Maturity of the existing Term Loans;
(iii) the maturity date for such Term Loans shall be on or after the Latest Maturity Date;
(iv) to the extent that the terms and provisions of Incremental Facility pursuant Term Loans are not identical to this Section an outstanding Class of Term Loans (an “Incremental Commitment Effective Date”except to the extent permitted by clauses (i), (ii) andand (iii) above), if applicablesuch terms and conditions shall (A) be reasonably acceptable to the Administrative Agent or (B) not be materially more restrictive to the Borrowers than the terms of the then-outstanding Term Loans (except for (1) covenants, events of default and guarantees applicable only to periods after the final allocation Latest Maturity Date (as of the date of the incurrence of such Incremental Commitments among Term Loans) and (2) subject to clause (vi), pricing, fees, rate floors, premiums, optional prepayment or redemption terms) unless the Persons Lenders under the then-outstanding Term Loans, receive the benefit of such more restrictive terms; provided that in no event shall such Incremental Term Loans be subject to events of default resulting (either directly or through a cross-default or cross-acceleration provision) from the occurrence of any event described in the definition of “Parent Bankruptcy Event” (or the occurrence of any such event with respect to any Subsidiary of Delta other than any SPV Party) except on the same terms as the then-outstanding Term Loans;
(v) such Incremental Term Loans shall not be subject to any Guarantee by any Person other than a Loan Party and shall not be secured by a Lien on any asset other than any asset constituting Collateral (except to the extent that any additional collateral security is added to the Collateral to secure, and additional guarantees are added for the benefit of, the then-outstanding Term Loans); and
(vi) the All-In Yield applicable to any Incremental Term Loans shall be determined by the Borrowers and the applicable Lenders providing such Incremental FacilityTerm Loans; provided that such date shall be a Business Day at least ten Business Days after delivery if the All-In Yield of the request for any such Incremental Facility Term Loans exceeds the All-In Yield on any then-existing Term Loans (unless otherwise approved by calculated in the Agent) same manner and at least 30 days after giving effect to any amendment to interest rate margins applicable to such existing Term Loans after the Closing Date but immediately prior to the Maturity Date then in effect. Each Incremental Facility shall have time of the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing making of such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Term Loans. In order to effect such Incremental Facility, the Borrower) by more than 0.50%, the applicable margins applicable to such existing Term Loans shall be increased to the extent necessary so that the yield on such Term Loans is 0.50% less than the All-In Yield on such Incremental Lender(sTerm Loans (it being agreed that any increase in yield to such existing Term Loans required due to the application of a LIBO RateAdjusted Term SOFR or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase in (or implementation of, as applicable) any LIBO RateAdjusted Term SOFR or Alternate Base Rate floor applicable to such existing Term Loans). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreementseach Incremental Lender making such Incremental Commitment, each in form and substance satisfactory to each of them. The Increase Joinder may, without the Borrower consent of any other Lenders, effect such amendments to this Agreement and the Agentother Loan Documents as may be necessary or appropriate, pursuant to which in the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as opinion of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, Administrative Agent and the Loans made by it on such Incremental Commitment Effective Date pursuant Borrowers, to clause (e) effect the provisions of this Section 2.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be Loansdeemed, for all purposes of unless the context otherwise requires, to include references to any Term Loans made pursuant to Incremental Commitments and this Agreement.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Delta Air Lines, Inc.)
Terms of Incremental Commitments. The Agent and the Borrower shall determine the effective date for such Incremental Facility pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Facility; provided that such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Agent) and at least 30 thirty (30) days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and be subject to the same conditions as the Initial Facility, Facility other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such applicable Incremental Facilities Lenders and such original issue discounts discount and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental Facility, the Borrower, the applicable Incremental Lender(s) and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance reasonably satisfactory to the Borrower and the Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans made by it on such Incremental Commitment Effective Date pursuant to clause (e) of this Section shall be Loans, for all purposes of this Agreement.
Appears in 1 contract
Terms of Incremental Commitments. The Administrative Agent and the Borrower Borrowers shall determine the effective date for such an Incremental Facility Commitment pursuant to this Section (an “"Incremental Commitment Effective Date”") and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental FacilityCommitment; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Administrative Agent) and at least 30 days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial LoansRevolving Commitment Termination Date. In order to effect such Incremental FacilityCommitment, the BorrowerBorrowers, the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower Borrowers and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Revolving Commitment and (but not a separate facility hereunder) and, in each case, Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, Lender and the Loans Credit Extensions made by it on such Incremental Commitment Effective Date pursuant to clause paragraph (e) of this Section shall be LoansRevolving Loans or Letters of Credit, as applicable, for all purposes of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Aaon, Inc.)
Terms of Incremental Commitments. The Agent terms and provisions of Term Loans made pursuant to any Incremental Commitments shall be as follows:
(i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Incremental Term Loans made pursuant to any Incremental Commitments shall be as agreed upon between the Borrowers and the Borrower applicable Lenders providing such Incremental Term Loans (it being understood that the Incremental Term Loans may be part of the Initial Term Loans or any other Class of Term Loans);
(ii) the Weighted Average Life to Maturity of any Term Loans made pursuant to Incremental Commitments shall determine be no shorter than the effective remaining Weighted Average Life to Maturity of the then-outstanding Term Loans;
(iii) the maturity date for such Incremental Facility pursuant Term Loans shall be on or after the Latest Maturity Date;
(iv) to this Section the extent that the terms and provisions of Incremental Term Loans are not identical to an outstanding Class of Term Loans (an “Incremental Commitment Effective Date”except to the extent permitted by clauses (i), (ii) andand (iii) above), if applicablesuch terms and conditions shall (A) be reasonably acceptable to the Administrative Agent or (B) not be materially more restrictive to the Borrowers (as determined in good faith by the Borrowers), when taken as a whole, than the final allocation terms of the then-outstanding Term Loans (except for (1) covenants, events of default and guarantees applicable only to periods after the Latest Maturity Date (as of the date of the incurrence of such Incremental Commitments among Term Loans) and (2) subject to clause (vi), pricing, fees, rate floors, premiums, optional prepayment or redemption terms) unless the Persons Lenders under the then-outstanding Term Loans receive the benefit of such more restrictive terms; provided that in no event shall such Incremental Term Loans be subject to events of default resulting (either directly or through a cross-default or cross-acceleration provision) from the occurrence of any event described in the definition of “Parent Bankruptcy Event” (or the occurrence of any such event with respect to any Subsidiary of Parent other than any SPV Party) except on the same terms as the then-outstanding Term Loans;
(v) such Incremental Term Loans shall not be subject to any Guarantee by any Person other than a Loan Party and shall not be secured by a Lien on any asset other than any asset constituting Collateral (except to the extent that any additional collateral security is added to the Collateral to secure, and additional guarantees are added for the benefit of, the then-outstanding Term Loans); and
(vi) the All-In Yield applicable to any Incremental Term Loans shall be determined by the Borrowers and the applicable Lenders providing such Incremental FacilityTerm Loans; provided that such date shall be a Business Day at least ten Business Days after delivery if the All-In Yield of the request for any such Incremental Facility (unless otherwise approved by the Agent) and at least 30 days Term Loans that are incurred prior to the Maturity date that is six months after the Closing Date then exceeds the All-In Yield on any then-outstanding Term Loans (calculated in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 manner and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions after giving effect to any amendment to interest rate margins applicable to such outstanding Term Loans after the Initial Facility and (ii) that Incremental Facilities shall be subject Closing Date but immediately prior to original issue discount and/or upfront fees as agreed among the Borrower and time of the Persons providing making of such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Term Loans. In order to effect such Incremental Facility, the Borrower) by more than 0.50%, the applicable margins applicable to such outstanding Term Loans shall be increased to the extent necessary so that the yield on such Term Loans is 0.50% less than the All-In Yield on such Incremental Lender(sTerm Loans (it being agreed that any increase in yield to such outstanding Term Loans required due to the application of a LIBO Rate or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase in (or implementation of, as applicable) any LIBO Rate or Alternate Base Rate floor applicable to such outstanding Term Loans). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreementseach Incremental Lender making such Incremental Commitment, each in form and substance satisfactory to each of them; provided that if the Borrower terms of such Increase Joinder do not require the approval of the Administrative Agent pursuant to any other provision of this Agreement, then the Administrative Agent’s consent to the execution of such Increase Joinder will not be unreasonably withheld, conditioned or delayed. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the Agentother Loan Documents as may be necessary or appropriate, pursuant to which in the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as opinion of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, Administrative Agent and the Loans made by it on such Incremental Commitment Effective Date pursuant Borrowers, to clause (e) effect the provisions of this Section 2.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be Loansdeemed, for all purposes of unless the context otherwise requires, to include references to any Term Loans made pursuant to Incremental Commitments and this Agreement.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (American Airlines, Inc.)
Terms of Incremental Commitments. The Administrative Agent and the Borrower shall determine the effective date for such Incremental Facility pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Facility; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Administrative Agent) and at least 30 thirty (30) days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial LoansDate. In order to effect such Incremental Facility, the Borrower, the applicable Incremental Lender(s) and the Administrative Agent (but no without the necessity of any other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower Borrower, the applicable Incremental Lender(s) and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, (i) each Incremental Commitment shall be a Commitment “Commitment” hereunder and Schedule 2.01 I shall be updated accordingly to reflect such Incremental Commitment, (ii) each Incremental Lender providing such Incremental Commitment shall be, and shall have all the rights of, a Lender, and (iii) the Incremental Loans made by it such Incremental Lender on such Incremental Commitment Effective Date pursuant to clause (e) of this Section the applicable Joinder Agreement shall be Loans, for all purposes of this Agreement.
Appears in 1 contract
Samples: 364 Day Term Loan Agreement (Becton Dickinson & Co)
Terms of Incremental Commitments. The Agent terms and the Borrower shall determine the effective date for such Incremental Facility provisions of Term Loans made pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such any Incremental Commitments among the Persons providing such Incremental Facility; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Agent) and at least 30 days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than follows:
(i) those terms and conditions set forth in this Section 2.17 that differ from those terms provisions with respect to interest rates, maturity date and conditions applicable amortization schedule of Incremental Term Loans made pursuant to the Initial Facility and (ii) that any Incremental Facilities Commitments shall be subject to original issue discount and/or upfront fees as agreed among upon between the Borrower and the Persons applicable Lenders providing such Incremental Facilities Term Loans (it being understood that the Incremental Term Loans may be part of the Initial Term Loans or any other Class of Term Loans);
(ii) the Weighted Average Life to Maturity of any Term Loans made pursuant to Incremental Commitments shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans;
(iii) the maturity date for such Term Loans shall be on or after the Latest Maturity Date;
(iv) to the extent that the terms and provisions of Incremental Term Loans are not identical to an outstanding Class of Term Loans (except to the extent permitted by clauses (i), (ii) and (iii) above), such original issue discounts and/or upfront fees terms and conditions shall (A) be reasonably acceptable to the Administrative Agent or (B) not be materially more restrictive to the Borrower Parties (as determined in good faith by the Borrowers), when taken as a whole, than the terms of the then-outstanding Term Loans (except for (1) covenants, events of default and guarantees applicable only to periods after the Latest Maturity Date (as of the date of the incurrence of such Incremental Term Loans) and (2) subject to clause (vi), pricing, fees, rate floors, premiums, optional prepayment or redemption terms) unless the Lenders under the then-outstanding Term Loans, receive the benefit of such more restrictive terms; provided that in no event shall such Incremental Term Loans be subject to events of default resulting (either directly or through a cross-default or cross-acceleration provision) from the occurrence of any event described in the definition of “Parent Bankruptcy Event” (or the occurrence of any such event with respect to any Subsidiary of Parent other than any Borrower Party);
(v) such Incremental Term Loans shall not be required subject to any Guarantee by any Person other than a Loan Party and shall not be secured by a Lien on any asset other than any asset constituting Collateral (except to the extent that any additional collateral security is added to the Collateral to secure, and additional guarantees are added for the benefit of, the then-outstanding Term Loans); and
(vi) the All-In Yield applicable to any Incremental Term Loans shall be determined by the Company and the applicable Lenders providing such Incremental Term Loans; provided that if the All-In Yield of any such Incremental Term Loans exceeds the All-In Yield on any then-existing Term Loans (calculated in the same as the OID manner and after giving effect to any amendment to interest rate margins applicable to such existing Term Loans after the Initial Loans. In order Closing Date but immediately prior to effect the time of the making of such Incremental FacilityTerm Loans) by more than 0.50%, the applicable margins applicable to such existing Term Loans shall be increased to the extent necessary so that the yield on such Term Loans is 0.50% less than the All-In Yield on such Incremental Term Loans (it being agreed that any increase in yield to such existing Term Loans required due to the application of a LIBO Rate or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase in (or implementation of, as applicable) any LIBO Rate or Alternate Base Rate floor applicable to such existing Term Loans). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the applicable Administrative Agent and each Incremental Lender(s) and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder AgreementsLender making such Incremental Commitment, each in form and substance satisfactory to each of them. The Increase Joinder may, without the Borrower consent of any other Lenders, effect such amendments to this Agreement and the Agentother Loan Documents as may be necessary or appropriate, pursuant to which in the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as opinion of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, Administrative Agent and the Loans made by it on such Incremental Commitment Effective Date pursuant Borrowers, to clause (e) effect the provisions of this Section 2.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be Loansdeemed, for all purposes of unless the context otherwise requires, to include references to any Term Loans made pursuant to Incremental Commitments and this Agreement.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)
Terms of Incremental Commitments. The Administrative Agent and the Borrower Representative shall determine the effective date for such an Incremental Facility pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Facility; provided that such date shall be a Business Day at least ten five Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Administrative Agent) and at least 30 days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans). In order to effect such Incremental Facility, the Borrowerapplicable Borrower(s), the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each substantially in the form of Exhibit H and otherwise in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment (and a separate facility hereunder) and Schedule 2.01 1.1 or Schedule 1.2, as applicable, shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans Extensions of Credit made by it on such Incremental Commitment Effective Date pursuant to clause (e) of this Section shall be Tranche A Loans or Tranche B Loans, as applicable, for all purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Air Lease Corp)
Terms of Incremental Commitments. The Administrative Agent and the Borrower Borrowers shall determine the effective date for such an Incremental Term Loan Facility or Revolving Commitment Increase pursuant to this Section (an “"Incremental Commitment Effective Date”") and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental FacilityTerm Loan Facility or Revolving Commitment Increase; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Term Loan Facility or Revolving Commitment Increase (unless otherwise approved by the Administrative Agent) and at least 30 days prior to the applicable Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental FacilityTerm Loan Facility or Revolving Commitment Increase, the BorrowerBorrowers, the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower Borrowers and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Term Loan Commitment shall be a Term Loan Commitment (and a separate facility hereunder) and each Revolving Commitment Increase shall be a Revolving Commitment (but not a separate facility hereunder) and, in each case, Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender and a Term Loan Lender or Revolving Lender, as applicable, and the Loans Credit Extensions made by it on such Incremental Commitment Effective Date pursuant to clause (e) of this Section shall be Term Loans, Revolving Loans or Letters of Credit, as applicable, for all purposes of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Aaon, Inc.)
Terms of Incremental Commitments. The Agent and the Borrower shall determine the effective date for such Incremental Facility pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental Facility; provided that such date shall be a Business Day at least ten Business Days after delivery of the request for such Incremental Facility (unless otherwise approved by the Agent) and at least 30 days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental Facility, the Borrower, the applicable Incremental Lender(s) and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule Schedule
2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans made by it on such Incremental Commitment Effective Date pursuant to clause (e) of this Section shall be Loans, for all purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (TerrAscend Corp.)
Terms of Incremental Commitments. The Administrative Agent and the Borrower shall determine the effective date for such an Incremental Facility Commitment pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such Incremental Commitments among the Persons providing such Incremental FacilityCommitment; provided that such date shall be a Business Day at least ten fifteen (15) Business Days after delivery of the request for such Incremental Facility Commitment (unless otherwise approved by the Administrative Agent) and at least 30 sixty (60) days prior to the Maturity Date then in effect. Each Incremental Facility shall have the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Loans. In order to effect such Incremental FacilityCommitment, the Borrower, the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the applicable Incremental Commitment(s). Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Revolving Commitment and (but not a separate facility hereunder) and, in each case, Schedule 2.01 2.1 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, and the Loans Credit Extensions made by it on such Incremental Commitment Effective Date pursuant to clause paragraph (e) of this Section shall be Loans, Revolving Loans for all purposes of this Agreement.
Appears in 1 contract
Terms of Incremental Commitments. The Agent terms and provisions of Term Loans made pursuant to any Incremental Commitments shall be as follows:
(i) terms and provisions with respect to interest rates, maturity date and amortization schedule of Incremental Term Loans made pursuant to any Incremental Commitments shall be as agreed upon between the Borrowers and the Borrower applicable Lenders providing such Incremental Term Loans (it being understood that the Incremental Term Loans may be part of the Initial Term Loans or any other Class of Term Loans);
(ii) the Weighted Average Life to Maturity of any Term Loans made pursuant to Incremental Commitments shall determine be no shorter than the effective remaining Weighted Average Life to Maturity of the existing Term Loans;
(iii) the maturity date for such Term Loans shall be on or after the Latest Maturity Date;
(iv) to the extent that the terms and provisions of Incremental Facility pursuant Term Loans are not identical to this Section an outstanding Class of Term Loans (an “Incremental Commitment Effective Date”except to the extent permitted by clauses (i), (ii) andand (iii) above), if applicablesuch terms and conditions shall (A) be reasonably acceptable to the Administrative Agent or (B) not be materially more restrictive to the Borrowers than the terms of the then-outstanding Term Loans (except for (1) covenants, events of default and guarantees applicable only to periods after the final allocation Latest Maturity Date (as of the date of the incurrence of such Incremental Commitments among Term Loans) and (2) subject to clause (vi), pricing, fees, rate floors, premiums, optional prepayment or redemption terms) unless the Persons Lenders under the then-outstanding Term Loans, receive the benefit of such more restrictive terms; provided that in no event shall such Incremental Term Loans be subject to events of default resulting (either directly or through a cross-default or cross-acceleration provision) from the occurrence of any event described in the definition of “Parent Bankruptcy Event” (or the occurrence of any such event with respect to any Subsidiary of Delta other than any SPV Party) except on the same terms as the then-outstanding Term Loans;
(v) such Incremental Term Loans shall not be subject to any Guarantee by any Person other than a Loan Party and shall not be secured by a Lien on any asset other than any asset constituting Collateral (except to the extent that any additional collateral security is added to the Collateral to secure, and additional guarantees are added for the benefit of, the then-outstanding Term Loans); and
(vi) the All-In Yield applicable to any Incremental Term Loans shall be determined by the Borrowers and the applicable Lenders providing such Incremental FacilityTerm Loans; provided that such date shall be a Business Day at least ten Business Days after delivery if the All-In Yield of the request for any such Incremental Facility Term Loans exceeds the All-In Yield on any then-existing Term Loans (unless otherwise approved by calculated in the Agent) same manner and at least 30 days after giving effect to any amendment to interest rate margins applicable to such existing Term Loans after the Closing Date but immediately prior to the Maturity Date then in effect. Each Incremental Facility shall have time of the same terms (including, without limitation, Sections 2.05, 2.07 and 2.08) and conditions as the Initial Facility, other than (i) those terms and conditions set forth in this Section 2.17 that differ from those terms and conditions applicable to the Initial Facility and (ii) that Incremental Facilities shall be subject to original issue discount and/or upfront fees as agreed among the Borrower and the Persons providing making of such Incremental Facilities and such original issue discounts and/or upfront fees shall not be required to be the same as the OID applicable to the Initial Term Loans. In order to effect such Incremental Facility, the Borrower) by more than 0.50%, the applicable margins applicable to such existing Term Loans shall be increased to the extent necessary so that the yield on such Term Loans is 0.50% less than the All-In Yield on such Incremental Lender(sTerm Loans (it being agreed that any increase in yield to such existing Term Loans required due to the application of a LIBO Rate or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase in (or implementation of, as applicable) any LIBO Rate or Alternate Base Rate floor applicable to such existing Term Loans). The Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrowers, the Administrative Agent and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreementseach Incremental Lender making such Incremental Commitment, each in form and substance satisfactory to each of them. The Increase Joinder may, without the Borrower consent of any other Lenders, effect such amendments to this Agreement and the Agentother Loan Documents as may be necessary or appropriate, pursuant to which in the applicable Incremental Lender(s) will provide the Incremental Commitment(s). Effective as opinion of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Commitment and Schedule 2.01 shall be updated accordingly to reflect such Incremental Commitment, each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Lender, Administrative Agent and the Loans made by it on such Incremental Commitment Effective Date pursuant Borrowers, to clause (e) effect the provisions of this Section 2.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be Loansdeemed, for all purposes of unless the context otherwise requires, to include references to any Term Loans made pursuant to Incremental Commitments and this Agreement.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Delta Air Lines, Inc.)