Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); (ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans; (iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and (iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and;
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate Loans but shall exclude customary arrangement or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting commitment fees and any amendment fees paid or payable to the Joint Lead Arrangers (any arranger, bookrunner or their affiliates) or the Lenders in their respective capacities as such its affiliates in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield that may, under any of circumstances, be payable with respect to Term Loans plus 50 basis points, except to the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such extent that the applicable yield applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Loans is increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect foregoing; and
(v) to the existing Term Facility extent any Eurodollar Rate “floor” or Base Rate “floor” is increased by an amount equal to the difference between the all-in yield with respect to imposed on the Incremental Term Facility and Loans, the corresponding all-in yield on highest of such Eurodollar Rate “floors” or Base Rate “floors” shall be applied to the existing Term Facility, minus 0.50%; Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) or LIBOR Rate or ABR “floors” (with any increase in such floors being equated to an increase in interest rate) payable to all Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base RateLoans, but excluding arrangement, commitment, structuring and underwriting shall exclude customary arrangement fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such any arranger in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield that may, under any of circumstances, be payable with respect to Term Loans plus 50 basis points, except to the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such extent that the applicable yield applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Loans is increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; foregoing. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 2 contracts
Samples: Second Lien Term Loan Credit Agreement (Alkermes Plc.), First Lien Term Loan Credit Agreement (Alkermes Plc.)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans; provided that, the weighted average life to maturity of all any new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of any Term Loans outstanding at such time (except in the existing Term Loanscase of the Maturity Limitation Excluded Amount);
(iii) the final stated maturity date of any new Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised (except in the case of the Maturity Limitation Excluded Amount);
(iv) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing the other Loans. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent and the Issuing Lenders (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity Date; andDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in right any voluntary or mandatory prepayments of payment and with respect to security with the existing Term Loans will hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the Lenders providing applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 20172018 Replacement Term B-23 Loans then outstanding plus 50 basis points then such yield for the then existing 20172018 Replacement Term B-23 Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Loan and Facility minus 50 basis points; provided that if such all-in yield (including in Incremental Term Facility includes a Eurocurrency Rate floor greater than the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Eurocurrency Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such floor applicable to the then-existing 20172018 Replacement Term Facility) will not be more than 0.50% higher B-23 Loans, or an ABR floor greater than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.ABR
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 20162017 Replacement Term Loans then outstanding plus 50 basis points then such yield for the then existing 20162017 Replacement Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Facility minus 50 basis points; provided that if such Incremental Term Facility includes a Eurocurrency Rate floor greater than the Eurocurrency Rate floor applicable to the then-existing 20162017 Replacement Term Loans, or an ABR floor greater than the ABR floor applicable to the then- existing 20162017 Replacement Term Loans such differential between the Eurocurrency Rate or ABR floors shall be equated to the applicable All-in Yield for purposes of determining whether an increase to the interest rate margin under the then-existing 20162017 Replacement Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or ABR floor in the then- existing 20162017 Replacement Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or ABR floor (but not the interest rate margin) applicable to the then-existing 2016 Replacement Term Loans shall be increased to the extent of such differential between the Eurocurrency Rate or ABR floors; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing the other Loans. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent and the Issuing Lenders (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and
(iv) the all-in-yield pricing and fees applicable to any Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Loan. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and;
(iv) until the all-in-yield date that is two (2) years from the Closing Date, the LIBOR Rate or ABR “floors” applicable to any Incremental Term Loan that is pari passu in right of payment and with respect Loans shall be no higher than the LIBOR Rate or ABR “floors” applicable to security with the existing Term Loans;
(v) the applicable yield for the Incremental Term Loans will shall be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in applicable new Lenders; provided, however, that until the date that is two (2) years from the Closing Date, the applicable yield (including in the form of interest rate marginswhich, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on a four (4) an assumed four- year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate) payable to all Lenders providing Incremental Term Loans, but excluding arrangement, commitment, structuring and underwriting shall exclude customary arrangement fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such any arranger in connection with the Incremental Term Loans) for any of Incremental Term Loans shall not be greater than the existing Facilities or highest applicable yield that may, under any circumstances, be payable with respect to one or more arrangers (or their affiliates) in their capacities as such Term Loans plus 50 basis points, except to the extent that the applicable yield applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Loans is increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%foregoing; The and
(vi) Incremental Term Loan Commitments Facilities shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent on terms and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory pursuant to each of them (in the case of the Administrative Agentdocumentation to be determined provided that, to the extent required hereinsuch terms and documentation are not consistent with the existing Term Loans (except to the extent permitted by clauses (iii) and (v) above). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments they shall be reasonably satisfactory to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) andor, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) with respect to the such Incremental Term Loans that are secured by a Lien on Collateral that is pari passu with the Lien on Collateral securing the Initial Term Facility, the maturity date of such Incremental Term Loan shall be no earlier than the Initial Term Loan Maturity Date and the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) with respect to the maturity date of such Incremental Term Loans that (x) are secured by a Lien on Collateral that is junior to the Liens on Collateral securing the Initial Term Facility or (y) are unsecured (A) such Incremental Term Loans shall not require any amortization prior to the date that is ninety-one (91) days following the Initial Term Loan Maturity Date and (B) the maturity of such Incremental Term Loan shall be no earlier than ninety-one (91) days following the Initial Term Loan Maturity Date; and;
(iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Initial Term Loans will be determined by the Borrower and the Lenders lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Initial Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Initial Term Facility, unless the interest rate margin with respect to the existing Initial Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the such Incremental Term Facility and the corresponding all-in yield on the existing Initial Term Facility, minus 0.50%; and
(v) the Incremental Term Loans may only be guaranteed by the Guarantors and may only be secured by Liens on Collateral. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Facility minus 50 basis points; provided that if such Incremental Term Facility includes a Eurocurrency Rate floor greater than the Eurocurrency Rate floor applicable to the then-existing Term Loans, or an ABR floor greater than the ABR floor applicable to the then-existing Term Loans such differential between the Eurocurrency Rate or ABR floors shall be equated to the applicable All-in Yield for purposes of determining whether an increase to the interest rate margin under the then existing Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or ABR floor in the then-existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or ABR floor (but not the interest rate margin) applicable to the then-existing Term Loans shall be increased to the extent of such differential between the Eurocurrency Rate or ABR floors; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing the other Loans. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent and the Issuing Lenders (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term LoansLoans (other than with respect to up to $325,000,000 of Incremental Term Loans in the form of term A loans);
(iii) the maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity Date; andDate (other than with respect to up to $325,000,000 of Incremental Term Loans in the form of term A loans);
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate Loans but shall exclude customary arrangement or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting commitment fees and any amendment fees paid or payable to the Joint Lead Arrangers (any arranger, bookrunner or their affiliates) or the Lenders in their respective capacities as such its affiliates in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield that may, under any of circumstances, be payable with respect to Term Loans plus 50 basis points, except to the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such extent that the applicable yield applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Loans is increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect foregoing; and
(v) to the existing Term Facility extent any Eurodollar Rate “floor” or Base Rate “floor” is increased by an amount equal to the difference between the all-in yield with respect to imposed on the Incremental Term Facility and Loans, the corresponding all-in yield on highest of such Eurodollar Rate “floors” or Base Rate “floors” shall be applied to the existing Term Facility, minus 0.50%; Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing tranche of Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such the existing tranche of Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and
(iv) to the all-in-yield applicable to extent any Eurodollar Rate “floor” or Base Rate “floor” is imposed on the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if lessLoans, the remaining life to maturity), upfront fees, minimum highest of such Eurodollar Rate “floors” or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable Rate “floors” shall be applied to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Intersil Corp/De)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the an existing tranche Tranche of Term Loans or may comprise one or more new tranches Tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing 2016 Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the 2016 Term Loan Maturity Date; and
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) or LIBOR Rate or ABR “floors” (with any increase in such floors being equated to an increase in interest rate) payable to all Lenders providing such Incremental Term Loan and such all-Loans, but shall exclude customary arrangement fees payable to any arranger in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield (including that may, under any circumstances, be payable with respect to each Tranche of then outstanding Term Loans plus 50 basis points, except to the extent that the applicable yield of each Tranche of Term Loans is increased to the extent necessary to achieve the foregoing; provided that in the form of interest rate margins, original issue discount (based on a four (4) year event the weighted average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and Loans is equal to or greater than the corresponding all-in yield on weighted average life to maturity of the existing 20192021 Term FacilityLoans, minus 0.50%; the immediately preceding proviso shall not apply to the 2016 Term Loans. NYDOCS02/1101669.11101669.12 [NEWYORK 3267283_1] -44- The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Alkermes Plc.)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 2017 Replacement Term B-2 Loans then outstanding plus 50 basis points then such yield for the then existing 2017 Replacement Term B-2 Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Facility minus 50 basis points; provided that if such Incremental Term Facility includes a Eurocurrency Rate floor greater than the Eurocurrency Rate floor applicable to the then-existing 2017 Replacement Term B-2 Loans, or an ABR floor greater than the ABR floor applicable to the then-existing 2017 Replacement Term B-2 Loans such differential between the Eurocurrency Rate or ABR floors shall be equated to the applicable All-in Yield for purposes of determining whether an increase to the interest rate margin under the then-existing 2017 Replacement Term B-2 Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or ABR floor in the then-existing 2017 Replacement Term B-2 Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or ABR floor (but not the interest rate margin) applicable to the then-existing 2017 Replacement Term B-2 Loans shall be increased to the extent of such differential between the Eurocurrency Rate or ABR floors; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing the other Loans. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent and the Issuing Lenders (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the an existing tranche Tranche of Term Loans or may comprise one or more new tranches Tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing 2026 Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the 2026 Term Loan Maturity Date; and
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) or LIBOR RateTerm SOFR or ABR “floors” (with any increase in such floors being equated to an increase in interest rate) payable to all Lenders providing such Incremental Term Loan and such all-Loans, but shall exclude customary arrangement fees payable to any arranger in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield (including that may, under any circumstances, be payable with respect to each Tranche of then outstanding Term Loans plus 50 basis points, except to the extent that the applicable yield of each Tranche of Term Loans is increased to the extent necessary to achieve the foregoing; provided that in the form of interest rate margins, original issue discount (based on a four (4) year event the weighted average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and Loans is equal to or greater than the corresponding all-in yield on weighted average life to maturity of the existing 2026 Term FacilityLoans, minus 0.50%; the immediately preceding proviso shall not apply to the 2026 Term Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Alkermes Plc.)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 2019 Replacement Term B-4 Loans then outstanding plus 50 basis points then such yield for the then existing 2019 Replacement Term B-4 Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Facility minus 50 basis points; provided that if such Incremental Term Facility includes a Eurocurrency Rate floor greater than the Eurocurrency Rate floor applicable to the then-existing 2019 Replacement Term B-4 Loans, or an ABR floor greater than the ABR floor applicable to the then-existing 2019 Replacement Term B-4 Loans such differential between the Eurocurrency Rate or ABR floors shall be equated to the applicable All-in Yield for purposes of determining whether an increase to the interest rate margin under the then-existing 2019 Replacement Term B-4 Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or ABR floor in the then-existing 2019 Replacement Term B-4 Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or ABR floor (but not the interest rate margin) applicable to the then-existing 2019 Replacement Term B-4 Loans shall be increased to the extent of such differential between the Eurocurrency Rate or ABR floors; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and with respect to security with benefit from the existing Term Loans will same guarantees as, and be determined secured on a pari passu basis by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and Collateral securing the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this AgreementLoans.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the an existing tranche Tranche of Term Loans or may comprise one or more new tranches Tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing 20232026 Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the 20232026 Term Loan Maturity Date; and
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) or LIBOR Rate or ABR “floors” (with any increase in such floors being equated to an increase in interest rate) payable to all Lenders providing such Incremental Term Loan and such all-Loans, but shall exclude customary arrangement fees payable to any arranger in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield (including that may, under any circumstances, be payable with respect to each Tranche of then outstanding Term Loans plus 50 basis points, except to the extent that the applicable yield of each Tranche of Term Loans is increased to the extent necessary to achieve the foregoing; provided that in the form of interest rate margins, original issue discount (based on a four (4) year event the weighted average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and Loans is equal to or greater than the corresponding all-in yield on weighted average life to maturity of the existing 20232026 Term FacilityLoans, minus 0.50%; the immediately preceding proviso shall not apply to the 20232026 Term Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Alkermes Plc.)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans Term Loan made pursuant to an Incremental Term Loan Commitments Commitment (the “Incremental Term Loans”) shall be on terms consistent with the then-existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that such Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that if such Incremental Term Loans are Term B Incremental Term Loans, the terms of such Incremental Term Facility may include a customary “excess cash flow sweep”; provided that, unless the Incremental Term Facility is an Incremental Refinancing Facility, any amount of excess cash flow subject to such excess cash flow sweep shall be required to be applied to the ratable prepayment of all Term Loans and Incremental Term Loans then outstanding hereunder;
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and
(iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%[reserved]; The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 2017 Replacement Term Loans then outstanding plus 50 basis points then such yield for the then existing 2017 Replacement Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Facility minus 50 basis points; provided that if such Incremental Term Facility includes a Eurocurrency Rate floor greater than the Eurocurrency Rate floor applicable to the then-existing 2017 Replacement Term Loans, or an ABR floor greater than the ABR floor applicable to the then- existing 2017 Replacement Term Loans such differential between the Eurocurrency Rate or ABR floors shall be equated to the applicable All-in Yield for purposes of determining whether an increase to the interest rate margin under the then-existing 2017 Replacement Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or ABR floor in the then-existing 2017 Replacement Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or ABR floor (but not the interest rate margin) applicable to the then-existing 2016 Replacement Term Loans shall be increased to the extent of such differential between the Eurocurrency Rate or ABR floors; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing the other Loans. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent and the Issuing Lenders (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity Date; and;
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate Loans but shall exclude customary arrangement or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting commitment fees and any amendment fees paid or payable to the Joint Lead Arrangers (any arranger, bookrunner or their affiliates) or the Lenders in their respective capacities as such its affiliates in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield that may, under any of circumstances, be payable with respect to Term Loans plus 50 basis points, except to the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such extent that the applicable yield applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Loans is increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect foregoing; and
(v) to the existing Term Facility extent any Eurodollar Rate “floor” or Base Rate “floor” is increased by an amount equal to the difference between the all-in yield with respect to imposed on the Incremental Term Facility and Loans, the corresponding all-in yield on highest of such Eurodollar Rate “floors” or Base Rate “floors” shall be applied to the existing Term Facility, minus 0.50%; Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental U.S. Term Loans made pursuant to the Incremental U.S. Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental U.S. Term Loan Commitments (the “"Incremental U.S. Term Loans”") shall be on terms consistent with the existing Term Loans (be, except as otherwise set forth herein) andherein or in the Increase Joinder, identical to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental U.S. Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental U.S. Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of U.S. Term Loans);
(ii) the weighted average life to maturity of all new Incremental U.S. Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing U.S. Term Loans;
(iii) the maturity date of Incremental U.S. Term Loans (the "Incremental Term Loan Maturity Date") shall not be earlier than the U.S. Term Loan Maturity Date; and;
(iv) the Applicable Margins and any fees payable to the new U.S. Lenders for the Incremental U.S. Term Loans shall be determined by the U.S. Borrower and the applicable new U.S. Lenders; provided, however, that in the event that the "all-in yield" (on a marked-to-market basis) of the Incremental Term Loans exceeds the "all-in yield" for the U.S. Term Loans by more than 50 basis points, the Applicable Margin for the U.S. Term Loans shall be increased such that, after giving effect to such increase, the "all-in-yield applicable yield" of the U.S. Terms Loans is equal to any Incremental Term Loan that is pari passu in right of payment and with respect to security with 50 basis points less than the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such "all-in yield (including in the form of interest rate margins, original issue discount (based in-yield" on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Loans. The Incremental U.S. Term Loan Commitments shall be effected by a joinder agreement (the “"Increase Term Joinder”") executed by the U.S. Borrower, the Administrative Agent and each Lender making such Incremental U.S. Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.42.19. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to U.S. Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental U.S. Term Loans that are U.S. Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the an existing tranche Tranche of Term Loans or may comprise one or more new tranches Tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing 2016 Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the 2016 Term Loan Maturity Date; and
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) or LIBOR Rate or ABR “floors” (with any increase in such floors being equated to an increase in interest rate) payable to all Lenders providing such Incremental Term Loan and such all-Loans, but shall exclude customary arrangement fees payable to any arranger in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield (including that may, under any circumstances, be payable with respect to each Tranche of then outstanding Term Loans plus 50 basis points, except to the extent that the applicable yield of each Tranche of Term Loans is increased to the extent necessary to achieve the foregoing; provided that in the form of interest rate margins, original issue discount (based on a four (4) year event the weighted average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and Loans is equal to or greater than the corresponding all-in yield on weighted average life to maturity of the existing 2019 Term FacilityLoans, minus 0.50%; the immediately preceding proviso shall not apply to the 2016 Term Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) with respect to the such Incremental Term Loans that are secured by a Lien on Collateral that is pari passu with the Lien on Collateral securing the Initial Term Facility, the maturity date of such Incremental Term Loan shall be no earlier than the Term Loan Maturity Date and the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) with respect to the maturity date of such Incremental Term Loans that (x) are secured by a Lien on Collateral that is junior to the Liens on Collateral securing the Initial Term Facility or (y) are unsecured (A) such Incremental Term Loans shall not require any amortization prior to the date that is ninety-one (91) days following the Term Loan Maturity Date and (B) the maturity of such Incremental Term Loan shall be no earlier than ninety-one (91) days following the Term Loan Maturity Date; and;
(iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Initial Term Loans will be determined by the Borrower and the Lenders lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Initial Term Facility) and will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Initial Term Facility, unless the interest rate margin with respect to the existing Initial Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the such Incremental Term Facility and the corresponding all-in yield on the existing Initial Term Facility, minus 0.50%; and
(v) the Incremental Term Loans may only be guaranteed by the Guarantors and may only be secured by Liens on Collateral. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the an existing tranche Tranche of Term Loans or may comprise one or more new tranches Tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing 20162023 Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the 20162023 Term Loan Maturity Date; and
(iv) the all-in-applicable yield applicable to any for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-year life to maturity) or LIBOR Rate or ABR “floors” (with any increase in such floors being equated to an increase in interest rate) payable to all Lenders providing such Incremental Term Loan and such all-Loans, but shall exclude customary arrangement fees payable to any arranger in connection with the Incremental Term Loans) for the Incremental Term Loans shall not be greater than the highest applicable yield (including that may, under any circumstances, be payable with respect to each Tranche of then outstanding Term Loans plus 50 basis points, except to the extent that the applicable yield of each Tranche of Term Loans is increased to the extent necessary to achieve the foregoing; provided that in the form of interest rate margins, original issue discount (based on a four (4) year event the weighted average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and Loans is equal to or greater than the corresponding all-in yield on weighted average life to maturity of the existing 20212023 Term FacilityLoans, minus 0.50%; the immediately preceding proviso shall not apply to the 20162023 Term Loans. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Incremental Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Alkermes Plc.)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and
(iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; . The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans or, if any Incremental Term Loans are structured as term A loans, then the weighted average life to maturity of such Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the existing Term A Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity Date or, if any Incremental Term Loans are structured as term A loans, then the maturity date of such Incremental Term Loans shall not be earlier than the Term A Loan Maturity Date;
(iv) any Incremental Term Facility shall have fees and, subject to the clauses (ii) and (iii) above and clause (vi) below, amortization as agreed between the Borrower and the Lenders under such Incremental Term Facility;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis, (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the applicable yield (taking into account interest margins, minimum Eurodollar Rates and Base Rates, upfront fees and OID on such term loans, with upfront fees and OID being equated to interest margins based on an assumed four year life to maturity, but exclusive of any arrangement, syndication, structuring, commitment or other fees payable in connection therewith) (the “Incremental Yield”) (other than any Incremental Term Facility that is unsecured, subordinated or secured on a junior-lien basis) for the Incremental Term Loans shall not be greater than the highest applicable yield that may, under any circumstances, be payable with respect to Term B Loans plus 50 basis points or, if an Incremental Term Facility is structured as a term A facility, the Incremental Yield for such Incremental Term Facility shall not be greater than the highest applicable yield that may, under any circumstances, be payable with respect to Term A Loans plus 50 basis points, in each case except to the extent that the yield applicable to the Term Loans is increased to the extent necessary to achieve the foregoing, with any increase in yield to any existing Term Facility required due to an application of any minimum interest rate on any Incremental Term Facility to be effected solely through an increase in applicable minimum Eurodollar Rates and/or Base Rates hereunder; and
(ivvii) the all-in-yield applicable to any Incremental Term Loan that is Loans may, at the Borrower’s discretion, rank pari passu in right of payment and security with other Loans or, subject to Section 8.2(p), may be incurred as Junior Indebtedness (including Second Lien Indebtedness); provided that any Incremental Term Loans secured on a pari passu basis with the existing Loans shall be incurred pursuant to the Loan Documents. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent, Issuing Lenders and the Swingline Lender (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(vii) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(iiviii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iiiix) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity DateDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(x) any Incremental Term Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(xi) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder;
(xii) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 2016 Replacement Term Loans then outstanding plus 50 basis points then such yield for the then existing 2016 Replacement Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Facility minus 50 basis points; provided that if such Incremental Term Facility includes a Eurocurrency Rate floor greater than the Eurocurrency Rate floor applicable to the then-existing 2016 Replacement Term Loans, or an ABR floor greater than the ABR floor applicable to the then-existing 2016 Replacement Term Loans such differential between the Eurocurrency Rate or ABR floors shall be equated to the applicable All-in Yield for purposes of determining whether an increase to the interest rate margin under the then -existing 2016 Replacement Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or ABR floor in the then-existing 2016 Replacement Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or ABR floor (but not the interest rate margin) applicable to the then-existing 2016 Replacement Term Loans shall be increased to the extent of such differential between the Eurocurrency Rate or ABR floors; and
(ivxiii) the all-in-yield applicable to any Incremental Term Loan that is Loans shall rank pari passu in right of payment and benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing the other Loans. Incremental Term Loans may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Term Facility; provided that the consent of the Administrative Agent and the Issuing Lenders (in each case not to be unreasonably withheld, conditioned or delayed) shall be required with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable additional Lender to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as same extent such in connection with any consent would for an assignment of the an existing Facilities or Loan to one or more arrangers (or their affiliates) in their capacities as such applicable Lender pursuant to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; Section 11.6(b). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in them. Incremental Term Loans may be used for the case of the Administrative AgentBorrower’s and its Subsidiaries’ general corporate purposes, to the extent required herein)including any transaction not prohibited under this Agreement. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on as follows:
(i) such terms and provisions shall be consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between reasonably acceptable to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) Facility (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans); provided that except as otherwise set forth in clauses (ii)–(vi) below and clause (b) above, the terms shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Incremental Lenders under the relevant Incremental Term Facility than those applicable to the then-existing Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the then-existing Term Loans at the time of incurrence of the Incremental Term Facility);
(ii) the amortization requirements for such Incremental Term Loans may differ from those of the Term Loans, provided that the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing any Term LoansLoans outstanding at such time;
(iii) the final stated maturity date of Incremental Term Loans shall not be earlier than the latest Term Loan Maturity Date; andDate of any Term Loans outstanding at such time without taking into account any ability to extend such Term Loan Maturity Date that has not yet been exercised;
(iv) the all-in-yield applicable to any Incremental Term Loan that is pari passu Facility shall have fees as agreed between the Borrower and the Lenders under such Incremental Term Facility subject to clause (vi) below;
(v) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in right any voluntary or mandatory prepayments of payment and with respect to security with the existing Term Loans will hereunder;
(vi) the applicable yield for the Incremental Term Loans shall be determined by the Borrower and the Lenders providing applicable new Lenders; provided however, that if the All-In Yield for any Incremental Term Loans incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to 20182019 Replacement Term B-34 Loans then outstanding plus 50 basis points then such yield for the then existing 20182019 Replacement Term B-34 Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Term Loan and Facility minus 50 basis points; provided that if such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and includes a Eurocurrency Rate floor greater than the corresponding all-in yield on the existing Term Facility, minus 0.50%; The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.Eurocurrency
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Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (be, except as otherwise set forth herein) andherein or in the Increase Joinder, identical to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Tranche B Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Tranche B Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Tranche B Term Loans;
(iii) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Term Loan Maturity Date; andJune 30, 2010;
(iv) the all-in-yield applicable to any Applicable Margins for the Incremental Term Loan Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that is pari passu in right of payment and the Applicable Margins for the Incremental Term Loans shall not be greater than the highest Applicable Margins that may, under any circumstances, be payable with respect to security with the existing Term Tranche B Loans will be determined by the Borrower plus 25 basis points (and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such Applicable Margins applicable to the Tranche B Term Facility) will not Loans shall be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; foregoing). The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.42.24. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Tranche B Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Tranche B Term Loans made pursuant to this Agreement.
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Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Delayed Draw Term Loans and the Revolving Loans (except as otherwise set forth herein) andor, to the extent not consistent with such existing the Delayed Draw Term Loans and the Revolving Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the maturity date of such Incremental Term Loan shall be no earlier than the DDTL Maturity Date and the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Delayed Draw Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than guaranteed by the Term Loan Maturity Date; and
(iv) Guarantors and secured by Liens on the all-in-yield applicable to any Incremental Term Loan Collateral that is are pari passu in right of payment and with respect to security with the existing Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined Liens on the same basis) applicable to Collateral securing the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term DDTL Facility and the corresponding all-in yield on the existing Term Revolving Facility, minus 0.50%; . The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Incremental Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Incremental Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition2.6 and, unless otherwise specifically provided herein, all references in the Loan Documents case of a Limited Conditionality Transaction, subject to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreementprovisions of Section 1.6.
Appears in 1 contract
Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (except as otherwise set forth herein) and, to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans (in which case they shall have identical terms to such existing tranche of Term Loans) or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; and;
(iv) the allLIBOR Rate or ABR “floors” applicable to Incremental Term Loans shall be no higher than the LIBOR Rate or ABR “floors” applicable to the existing Term Loans;
(v) the applicable yield for the Incremental Term Loans shall be determined by the Parent, the Borrower and the applicable new Lenders; provided, however, the applicable yield (which, for such purposes only, shall be deemed to include all upfront or similar fees, original issue discount (with original issue discount being equated to interest based on an assumed four-in-year life to maturity) payable to all Lenders providing Incremental Term Loans, but shall exclude customary arrangement fees payable to any arranger in connection with the Incremental Term Loans) for any Incremental Term Loans shall not be greater than the highest applicable yield that may, under any circumstances, be payable with respect to Term Loans plus 50 basis points, except to the extent that the applicable yield applicable to any the Term Loans is increased to the extent necessary to achieve the foregoing; and
(vi) Incremental Term Loan that is pari passu in right of payment Facilities shall be on terms and with respect pursuant to security documentation to be determined provided that, to the extent such terms and documentation are not consistent with the existing Term Loans will be determined (except to the extent permitted by the Borrower clauses (iii) and the Lenders providing such Incremental Term Loan and such all-in yield (including in the form of interest rate margins, original issue discount (based on a four (4v) year average life to maturity or, if less, the remaining life to maturityabove), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers (or their affiliates) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable to the existing Term Facility, unless the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; The Incremental Term Loan Commitments they shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein). The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.4. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
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Terms of Incremental Term Loans and Incremental Term Loan Commitments. The terms and provisions of the Incremental Term Loans made pursuant to the Incremental Term Loan Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (the “Incremental Term Loans”) shall be on terms consistent with the existing Term Loans (be, except as otherwise set forth herein) andherein or in the Increase Joinder, identical to the extent not consistent with such existing Term Loans, on terms agreed upon between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent (except as otherwise set forth herein) (it being understood that Incremental Term Loans may be part of the existing tranche of Term Loans or may comprise one or more new tranches of Term Loans);
(ii) the weighted average life to maturity of all new Incremental Term Loans shall be no shorter than the then remaining weighted average life to maturity of the existing Term Loans;
(iii) the maturity date of Incremental Term Loans shall not be earlier than the maturity date of the existing Term Loan Maturity Date; andLoans;
(iv) the all-in-yield applicable to any Applicable Margins for the Incremental Term Loan that is pari passu in right of payment and with respect to security with the existing Term Loans will shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided, however, that the Applicable Margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan and Loans) for the Incremental Term Loans shall not be greater than the highest Applicable Margins (which, for such all-in yield (including in the form of interest rate marginspurposes only, shall be deemed to include all upfront or similar fees or original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity), upfront fees, minimum Eurodollar Rate or minimum Base Rate, but excluding arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to all Lenders providing Term Loans) that may, under any circumstances, be payable with respect to Term Loans plus 25 basis points, except to the Joint Lead Arrangers extent that the Applicable Margins (which, for such purposes only, shall be deemed to include all upfront or their affiliatessimilar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) or the Lenders in their respective capacities as such in connection with any of the existing Facilities or to one or more arrangers (or their affiliates) in their capacities as such applicable to the Term Facility) will not be more than 0.50% higher than the corresponding all-in yield (determined on the same basis) applicable Loans are increased to the existing Term Facility, unless extent necessary to achieve the interest rate margin with respect to the existing Term Facility is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the existing Term Facility, minus 0.50%; foregoing. The Incremental Term Loan Commitments shall be effected by a joinder agreement (the “Increase Term Joinder”) executed by the Borrower, the Administrative Agent and each existing Lender and other Person making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (in the case of the Administrative Agent, to the extent required herein)them. The Increase Term Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.42.23. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans that are Term Loans made pursuant to this Agreement.
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