Term Loan Increase has the meaning set forth in Section 2.14(a).
Term Loan Increase as defined in Section 2.20(a).
Term Loan Increase shall have the meaning assigned to such term in Section 2.24(a).
Examples of Term Loan Increase in a sentence
Upon the satisfaction or waiver of the conditions precedent set forth in Section 6 below, the Lenders hereby agree and consent to the Third Amendment Delayed Draw Term Loan Increase.
More Definitions of Term Loan Increase
Term Loan Increase is defined in Section 4.10 hereof.
Term Loan Increase has the meaning set forth in Section 2.14(a). “Term Note” means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender. “Term SOFR” means, for the applicable tenor, the Term SOFR Reference Rate on the day (such day, the “Term SOFR Determination Day” that is two (2) U.S. Government Securities Business Days prior to (a) in the case of Term SOFR Loans, the first day of such applicable Interest Period, or (b) with respect to Base Rate, such day of determination of the Base Rate, in each case as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day. “Term SOFR Adjustment” means a percentage equal to (i) with respect to an Interest Period of one month, 0.10% per annum, (ii) with respect to an Interest Period of three months, 0.15% per annum and (iii) with respect to an Interest Period of six months, 0.25% per annum. “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent and the Lead Borrower). 74
Term Loan Increase means any increase in the amount of the Term Loans pursuant to the terms of the Term Loan Agreement.
Term Loan Increase has the meaning set forth in Section 2.14(a). “Term Note” means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender. “Test Period” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Parent most recently ended as of such date of determination for which financial statements have been delivered. “Third Amendment” means the Third Amendment to Credit Agreement dated as of March 25, 2022, among Lead Borrower, Parent, the other Guarantors party thereto, the financial institutions party thereto as Lenders and the Administrative Agent. “Third Amendment Effective Date” has the meaning assigned to such term in the Third Amendment. “Threshold Amount” means $3,000,000. “Total Assets” means the total assets of the Parent and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Parent delivered pursuant to Sections 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered pursuant to Sections 6.01(a) or (b), the Pro Forma Financial Statements. “Total Outstandings” means the aggregate Outstanding Amount of all Loans. “Trademark” has the meaning set forth in the Security Agreement. “Transaction Expenses” means any fees or expenses incurred or paid by the Parent, the Borrowers or any of their respective Subsidiaries or any of their direct or indirect parent entities (including the Sponsor) in connection with the Transactions (including, without limitation, expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. “Transactions” means, collectively, (a) the Acquisition and other related transactions contemplated by the Acquisition Agreement, (b) the funding of the Initial Term Loans and the Initial Revolving Borrowing on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date and (c) the payment of Transaction Expenses in connection with the foregoing. “Transferred Guarantor” has the meaning set forth in Section 11.09. “Treasury Services Agreement” means any agreement between any Loan Party or Restricted Subsidiary and any Hedge Bank relating to treasury, depository, credi...
Term Loan Increase has the meaning specified in Section 2.2(a). “Term Loans” means, collectively, all loans and advances provided for in ARTICLE II. “Term SOFR” means: (a) for any Interest Period with respect to a Term SOFR Term Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. (New York City time) on such determination date, then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and (b) for any interest calculation with respect to a Base Rate Term Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day; provided, however, that if as of 11:00 a.m. (New York City time) on such determination day the Term SOFR Screen Rate for the applicable tenor has not been published, then Term SOFR will be the Term SOFR Screen Rate for such tenor on the first preceding U.S. Government Securities Business Day for which such Term SOFR Screen Rate for such tenor was published, so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such determination day; provided that if the Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement. “Term SOFR Term Loan” means a Term Loan that bears interest at a rate based on clause (a) of the definition of “Term SOFR”. “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time). “Termination Date” means the earlier to occur of (a) the Maturity Date and (b) the date this Agreement is otherwise terminated pursuant to the terms of this Agreement. “Threshold Amount” means $150,000,000 or, if higher, the cross default or acceleration threshold or judgment threshold, as applicable, then set forth in the ABL Credit Agreement (or any credit agreement refinancing thereof). “Total Indebtedness Leverage Ratio” means on any date of determinati...
Term Loan Increase has the meaning set forth in Section 2.13(a). “Term Loans” any Initial Term Loan, Term Conversion Date Term Loan, Incremental Term Loan, Refinancing Term Loan or Extended Term Loan, as the context may require. “Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit D-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender. “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. “Test Period” means (a) for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the Borrower for which financial statements have been delivered to the Administrative Agent after the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable and (b) solely for any date of determination for the calculation of the Debt Service Coverage Ratio under this Agreement occurring prior to December 31, 2021, such number of fiscal quarters of the Borrower for which financial statements are required to be delivered pursuant to Section 6.01, which have been 209 KE 73718588.20 US-DOCS\142539518.2141222994.8
Term Loan Increase has the meaning set forth in Section 2.14(a). “Term Loan Standstill Period” has the meaning provided in Section 8.01(b). “Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit D-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans of each Class made by such Term Lender. “Terminated Covenants” has the meaning set forth in Article VII. “Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the Borrower for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable. “Threshold Amount” means $225,000,000. “Timeshare Business” has the meaning assigned to such term in the Distribution Agreement. 71 #94982393v10