Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Berry Plastics Group Inc), Revolving Credit Agreement (Berry Plastics Corp), Revolving Credit Agreement (Berry Plastics Corp)

Commitments. Subject to the terms and conditions set forth herein, each : (a) Each Lender having a Bridge Term Loan Commitment agrees to make Revolving Loans a Bridge Term Loan to the Borrowers from time to time Borrower during the Availability Certain Funds Period in a principal amount not to exceed its Bridge Term Loan Commitment. (b) Subject to satisfaction of the conditions set forth in Section 2.01(e), the Borrower, and each Lender, severally and not jointly, agree that if the Bridge Term Loans have not been repaid in full on the Bridge Term Loan Maturity Date, the then outstanding principal amount of each Lender’s Bridge Term Loan shall immediately after such latest specified time for payment, automatically be converted (a Rollover Conversion”) into a loan (individually a “Rollover Loan” and collectively, the “Rollover Loans”) by the Borrower on the Bridge Term Loan Maturity Date in an aggregate principal amount that will not result in (i) equal to the then outstanding principal amount of such Lender’s Revolving Facility Credit Exposure Bridge Term Loans. Rollover Loans will bear interest at a rate determined in accordance with Section 2.13. (except for c) Upon the Administrative Agent with respect conversion of the Bridge Term Loans into Rollover Loans, each Lender shall cancel on its records a principal amount of the Bridge Term Loans held by such Lender corresponding to Agent Advances) exceeding the principal amount of Rollover Loans issued by such Lender’s Revolving Facility Commitment , which corresponding principal amount of the Bridge Term Loans shall be satisfied by the conversion of such Bridge Term Loans into Rollover Loans in accordance with Section 2.01(b). Amounts repaid in respect of Rollover Loans may not be reborrowed. (ord) For the avoidance of doubt, if less, prior the Joint Lead Arrangers and the Lenders that are Affiliates of the Joint Lead Arrangers shall be entitled (in addition to delivery the Borrower) to enforce the obligations of any Lender that has not made its share of the Loans to be made by it available to the Administrative Agent on the Closing Date by the time set forth in Section 2.03 to the extent the Joint Lead Arrangers or their affiliates have funded on behalf of such Lender. (e) The ability of the Post-Closing ReportsBorrower to automatically convert Bridge Term Loans into Rollover Loans is subject to the following conditions being satisfied: (i) at the time of any such conversion, such Lender’s Pro Rata Share there shall exist no Event of $340 million)Default or event that, or with notice and/or lapse of time, could become an Event of Default; and (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports all fees due to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor Joint Lead Arrangers and the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, paid in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansfull.

Appears in 4 contracts

Sources: Second Lien Bridge Credit Agreement (Berry Global Group Inc), Second Lien Bridge Credit Agreement, Second Lien Bridge Credit Agreement (Berry Global Group Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each such loan, a “Revolving Loans Credit Loan”) to the Borrowers Borrower from time to time time, on any Business Day during the Availability Period Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that will not result in after giving effect to any Revolving Credit Borrowing, (i) such Lender’s the Total Revolving Facility Credit Exposure (except for Outstandings shall not exceed the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Aggregate Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Commitments and (ii) the Revolving Facility Credit Exposure exceeding the total of such Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) Lender shall not exceed such Revolving Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing BaseCommitment. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed Within the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the each Revolving Facility ▇▇▇▇▇▇’s Revolving Credit Exposure exceeds the Borrowing BaseCommitment, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authorityother terms and conditions hereof, in its sole discretionthe Borrower may borrow under this Section 2.01, to make Agent Advances pursuant to the terms of prepay under Section 2.04(d)2.06, and reborrow under this Section 2.01. Within the foregoing limits and subject Revolving Credit Loans may be Base Rate Loans, Daily SOFR Loans or Term SOFR Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrowers Borrower on the Restatement Effective Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may borrownot be reborrowed. Term Loans may be Base Rate Loans, prepay and reborrow Revolving Daily SOFR Loans or Term SOFR Loans, as further provided herein.

Appears in 4 contracts

Sources: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Loan Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrowers on the Closing Date in US Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to (x) the Borrowers US Borrower in US Dollars or (y) the Canadian Borrower in US Dollars or Canadian Dollars or, in the case of either Borrower, subject to the conditions in Section 1.12, any applicable Alternate Currency, in each case, in an amount not to exceed such Revolving Lender’s Revolving Credit Commitment at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Lender in an aggregate principal amount accordance with the terms hereof; provided, that will after giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of any Lender’s Revolving Credit Exposure shall not result in (i) exceed such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow the Revolving Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Incremental Term Loans to the Borrowers, which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.

Appears in 4 contracts

Sources: Incremental Amendment to Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Incremental Amendment to Credit Agreement (Knowlton Development Parent, Inc.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender and each Fronting Bank (as applicable) agrees, severally and not jointly, as follows: (i) each Lender agrees to make Revolving Credit Loans to the Borrowers Borrower at any time and from time to time during until the Availability Period Commitment Termination Date of such Lender up to the amount of such Lender’s Available Commitment; (ii) each Fronting Bank agrees to issue Letters of Credit for the account of the Borrower at any time and from time to time until such Fronting Bank’s Fronting Bank Termination Date in an aggregate principal stated amount that will at any time outstanding not result in (i) to exceed such LenderFronting Bank’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or LC Fronting Bank Commitment; and (iii) each Lender agrees to purchase participations in such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as more fully set forth in Section 2.17. Notwithstanding the Lenders determine until foregoing, at no time shall (A) the aggregate amount of Outstanding Credits exceed the Total Commitment, (B) any Lender’s Outstanding Credits exceed the amount of such excess has been eliminatedLender’s Commitment and (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Credits to exceed the Total Commitment or (y) the aggregate LC Outstandings relating to such Fronting Bank to exceed such Fronting Bank’s LC Fronting Bank Commitment. (b) Within the foregoing limits, the Borrower may borrow, pay or prepay Revolving Credit Loans and request new Extensions of Credit on and after the date hereof and prior to the latest Commitment Termination Date subject to the Administrative Agent’s authorityterms, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits conditions and subject to the terms and conditions limitations set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Oncor Electric Delivery Co LLC), Revolving Credit Agreement (Oncor Electric Delivery Co LLC), Revolving Credit Agreement (Oncor Electric Delivery Co LLC)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Initial Term Lender agrees to make Initial Term Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Facility Lender agrees, severally and not jointly, to make Revolving Facility Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Facility Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Revolving Facility Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Class. Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, Loans may elect to make be Standard Revolving Loans or issue or arrange to have issued Letters of Credit in excess of Sustainability Loans, as elected by the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Borrower. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) the full amount of the Initial Term Loans must be drawn in a single drawing on the Closing Date and amounts of such Initial Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed.

Appears in 4 contracts

Sources: Incremental Assumption Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co)

Commitments. Subject to the terms and conditions set forth herein, (i) each Revolving A Lender severally agrees to make Revolving A Loans denominated in Dollars or an Alternative Currency to the Borrowers Borrower or, if applicable, any Additional Borrower as elected by the Borrower pursuant to Section 2.03 from time to time time, on any Business Day during the Revolving Availability Period Period, in an aggregate principal amount Outstanding Amount that will not result in (i) such Revolving A Lender’s Revolving Facility Credit A Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Revolving A Lender’s Revolving Facility A Commitment or the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit and (ii) each Revolving B Lender severally agrees to make Revolving B Loans denominated in Dollars or an Alternative Currency to the Borrower or, if lessapplicable, prior an Additional Borrower, as elected by the Borrower pursuant to delivery Section 2.03 from time to the Administrative Agent of the Post-Closing Reportstime, such Lender’s Pro Rata Share of $340 million), or (ii) on any Business Day during the Revolving Facility Credit Exposure exceeding the total Availability Period, in an aggregate Outstanding Amount that will not result in such Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such B Lender’s Revolving Facility Credit B Exposure exceeding such Revolving B Lender’s Pro Rata Share Revolving B Commitment or the aggregate Outstanding Amount of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit denominated in excess of Alternative Currencies exceeding the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed Alternative Currency Sublimit. Within the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the each Revolving Facility Credit Exposure exceeds the Borrowing BaseLender’s Revolving Commitment, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Borrowers Borrower may borrow, prepay prepay, and reborrow Revolving Loans. Revolving Loans denominated in Dollars may be ABR Loans or Eurocurrency Loans, as further provided herein, and Revolving Loans denominated in Alternative Currencies must be Eurocurrency Loans, as further provided herein.

Appears in 3 contracts

Sources: Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers Borrower in Dollars or in any Revolving Alternative Currency at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Initial Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment.

Appears in 3 contracts

Sources: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.)

Commitments. Subject to the terms and conditions set forth herein, (a) each Multicurrency Revolving Lender agrees to make loans in dollars or in one or more Alternative Currencies (each such loan, a “Multicurrency Revolving Loans Loan”) to the Borrowers from time to time during the Availability Period Period, in an aggregate principal amount that will not result in (i) such Multicurrency Revolving Lender’s Multicurrency Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Multicurrency Revolving Lender’s Multicurrency Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the sum of the aggregate amount of the Multicurrency Revolving Facility Credit Exposure of all Multicurrency Revolving Lenders exceeding the total Multicurrency Revolving Facility Commitments orand (b) each US Dollar Revolving Lender agrees to make loans in dollars (each such loan, until delivery of a “US Dollar Revolving Loan” and, together with the Post-Closing Reports Multicurrency Revolving Loans, the “Revolving Loans” and each, a “Revolving Loan”) to the Administrative AgentBorrowers from time to time during the Availability Period, $340 million, or in an aggregate principal amount that will not result in (iiii) such US Dollar Revolving Lender’s US Dollar Revolving Facility Credit Exposure exceeding such US Dollar Revolving Lender’s Pro Rata Share US Dollar Revolving Commitment or (ii) the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess aggregate amount of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the US Dollar Revolving Facility Credit Exposure exceeds of all US Dollar Revolving Lenders exceeding the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total US Dollar Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Appears in 3 contracts

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Dollar Lender agrees to make Revolving Loans to the Borrowers Borrower denominated in Dollars (each such Loan, a “Dollar Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for under the Administrative Agent with respect to Agent Advances) Dollar Commitments exceeding such Lender’s Revolving Facility Dollar Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Dollar Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Euro Lender agrees to make Revolving Loans to the Borrower denominated in Euros (each such Loan, a “Euro Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Euro Revolving Loans exceeding such Lender’s Euro Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Euro Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Euro Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Sterling Lender agrees to make Revolving Loans to the Borrower denominated in Sterling (each such Loan, a “Sterling Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Sterling Revolving Loans exceeding such Lender’s Sterling Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Sterling Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Sterling Revolving Loans. (d) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Revolving Loans to the Borrower denominated in Yen (each such loan, a “Yen Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Yen Revolving Loans exceeding such Lender’s Yen Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Yen Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Yen Revolving Loans. (e) Notwithstanding any other provision of this Agreement to the contrary: (i) The Lenders shall not be required to make any Revolving Loans or Swingline Loans hereunder or issue any Letter of Credit if, after giving effect thereto, the Revolving Credit Exposure of any Dollar Lender would exceed such Dollar Lender’s Dollar Commitment (unless such Dollar Lender consents thereto); and (ii) At the election of the Borrower and the Administrative Agent, Dollar Revolving Loans shall be made on the ratable basis of Available Dollar Commitments (rather than on the basis of Dollar Commitments) of the Dollar Lenders in the event that the Dollar Lenders have disproportionate commitments to the Euro Facility, the Sterling Facility or the Yen Facility. In such event the Administrative Agent may also advise the Lenders of changes as it may determine in the borrowing and payment provisions herein in order to provide maximum availability of the Dollar Commitments to the Borrower and generally ratable treatment of the Lenders.

Appears in 3 contracts

Sources: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Credit Loans to any Borrower, at any time and from time to time on or after the Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding the lesser of such Lender’s Revolving Credit Commitment and such Lender’s Pro Rata Percentage of the Borrowing Base. Within the limits of the foregoing, and subject to the terms, conditions and limitations otherwise set forth herein, each Lender agrees Borrower may borrow, pay or prepay and reborrow Revolving Credit Loans. (b) The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make Revolving Credit Loans in Dollars that are ABR Loans (any such Revolving Credit Loans made pursuant to the Borrowers from time to time during the Availability Period this Section 2.01(b), “Protective Loans”) in an aggregate principal amount not to exceed $10,000,000 at any time outstanding, if the Administrative Agent reasonably deems such Protective Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; provided that will not result no Protective Loan shall continue outstanding for more than 90 consecutive days (and no further Protective Loan may be made for at least five consecutive days after the repayment by the Borrowers of any outstanding Protective Loans). Protective Loans shall constitute Revolving Credit Loans and Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in (i) such Protective Loan in an amount equal to such Lender’s Revolving Facility Credit Exposure (except for Pro Rata Percentage of such Protective Loan. From and after the date, if any, on which any Lender is requested by the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orfund, if lessand has funded its participation in any Protective Loan purchased hereunder, prior to delivery to the Administrative Agent of the Post-Closing Reportsshall promptly distribute to such Lender, such Lender’s Pro Rata Share Percentage of $340 million)all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Loan (and prior to such date, or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery all payments on account of the Post-Closing Reports Protective Loans shall be payable to the Administrative Agent solely for its own account). The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Loans by written notice to the Administrative Agent. Absent such revocation, $340 million, or (iii) the Administrative Agent’s determination that funding of a Protective Loan is appropriate shall be conclusive. In no event shall Protective Loans cause any Lender’s Revolving Credit Exposure to exceed such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing BaseCommitment. The Lenders, however, in their unanimous discretion, may elect to make Revolving Protective Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed payable by the limits of the Borrowing Base or to be obligated to exceed such limits applicable Borrower on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loansdemand.

Appears in 3 contracts

Sources: Revolving Credit Agreement (Houghton Mifflin Harcourt Co), Revolving Credit Agreement (Houghton Mifflin Harcourt Co), Superpriority Senior Secured Debtor in Possession and Exit Revolving Credit Agreement (HMH Holdings (Delaware), Inc.)

Commitments. Subject to the terms and conditions set forth herein, (a) each Facility A Lender agrees to make Revolving Loans to (the Borrowers “Facility A Revolving Loans”) from time to time during the Availability Period to the Company in an aggregate principal amount that will not result dollars and (b) each Facility B Lender agrees to make Revolving Loans (the “Facility B Revolving Loans”) from time to during the Availability Period to the Facility B Borrowers in dollars, Euros and Sterling, if, in each case after giving effect thereto: (i) the Facility A Revolving Exposure or Facility B Revolving Exposure of any Lender would not exceed such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving A Commitment or Facility Commitment (orB Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or respectively; (ii) the total Revolving Exposure would not exceed the lesser of (x) the aggregate amount of the Commitments and (y) the Aggregate Borrowing Base; (iii) the total Facility Credit A Revolving Exposure exceeding would not exceed the lesser of (x) the aggregate amount of the Facility A Commitments and (y) the US Borrowing Base; (iv) the total Facility B Revolving Exposure would not exceed the lesser of (x) the aggregate amount of the Facility B Commitments and (y) the Aggregate Borrowing Base minus the Facility A Revolving Exposure; (v) the total Facility B Revolving Exposure relating to the European Borrowers would not exceed the European Sublimit; and (vi) the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports Exposure relating to the Administrative AgentCompany would not exceed the US Borrowing Base; subject, $340 millionin the case of each of clause (ii), or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lendersand (iv) above, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Protective Advances pursuant to the terms of Section 2.04(d)2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Borrower may borrow, prepay and reborrow its Revolving Loans.

Appears in 3 contracts

Sources: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)

Commitments. Subject to the terms and conditions set forth herein: (a) each Lender agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment, and (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, and (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. (d) Amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 3 contracts

Sources: First Lien Credit Agreement (Hospitality Distribution Inc), First Lien Credit Agreement (McGraw-Hill Interamericana, Inc.), First Lien Credit Agreement (McGraw-Hill Global Education LLC)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Daylight Term Lender agrees to make Daylight Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Daylight Term Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (iii) each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers Revolving Borrower in Dollars at any time and from time to time during the Availability Period in an aggregate principal amount that will not result in Period; provided that, (i) such Lender’s the Outstanding Amount of Initial Revolving Facility Credit Exposure Loans to be made on the Closing Date shall not exceed $25,000,000 plus the sum of any amounts drawn and used for (except for A) working capital needs in the Administrative Agent with respect to Agent Advancesordinary course of business and (B) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent payment of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Transaction Costs and (ii) after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Facility Lender’s Initial Revolving Credit Exposure exceeding the total shall not exceed such Initial Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Initial Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Daylight Term Loans and the Initial Term Loans may not be re-borrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment.

Appears in 3 contracts

Sources: Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each U.S. Revolving Lender agrees to make U.S. Revolving Loans to the Borrowers either Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s U.S. Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share U.S. Revolving Commitment, (ii) the total U.S. Revolving Credit Exposures exceeding the total U.S. Revolving Commitment or (iii) the aggregate Revolving Credit Exposure of all Lenders exceeding the Borrowing Base. The Lenders; provided that no U.S. Revolving Loans may be made (A) to the Company if, howeverafter giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap at such time unless, in their unanimous discretionthe case of this clause (A), may elect to make Revolving the aggregate Credit Exposure in respect of Loans or issue or arrange to have issued and Letters of Credit in excess issued for the account of the Availability on one Bermuda Borrower at such time is not less than $15,000,000 or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject (B) to the Administrative Agent’s authorityBermuda Borrower, in its sole discretion, to make Agent Advances pursuant if the Outstanding Amount of Loans to the terms of Section 2.04(d)Bermuda Borrower would exceed the Bermuda Borrower Borrowing Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow U.S. Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Alternative Currency Revolving Lender agrees to make Alternative Currency Revolving Loans to either Borrower in Dollars or Alternative Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Alternative Currency Revolving Credit Exposure exceeding such Lender’s Alternative Currency Revolving Commitment or (ii) the aggregate Revolving Credit Exposure of all Lenders exceeding the Borrowing Base; provided that no Alternative Currency Revolving Loans may be made (A) to the Company if, after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap unless, in the case of this clause (A), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower at such time is not less than $15,000,000 or (B) to the Bermuda Borrower, if the Outstanding Amount of Loans to the Bermuda Borrower would exceed the Bermuda Borrower Borrowing Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternative Currency Revolving Loans. (c) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that any U.S. Loan Party is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Company or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Collateral Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Company’s and each U.S. Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 5.01(j) after the Closing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (d) In the event that the Administrative Agent in its Permitted Discretion deems it necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations or (iii) to pay any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and fees, in the event the Borrowers are unable to comply with (A) the Borrowing Base limitations set forth in clause (a) or (b) of Section 2.01 or (B) the conditions precedent to the making of Loans or the issuance of Letters of Credit set forth in Section 4.02, (x) the Lenders authorize the Administrative Agent, for the account of the applicable Lenders, to make Revolving Loans to the Borrowers under any Class of Revolving Commitments, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtain an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) in the case of an Agent Advance under (x) the U.S. Revolving Commitments, when aggregated with the amount of the U.S. Revolving Credit Exposure then outstanding, would exceed the aggregate amount of the U.S. Revolving Commitments or (y) the Alternative Currency Revolving Commitments, when aggregated with the amount of the Alternative Currency Revolving Credit Exposure then outstanding, would exceed the aggregate amount of the Alternative Currency Revolving Commitments. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrowers shall have no right to require that any Agent Advances be made. All Agent Advances shall be payable upon the earliest of (i) the date any Loan (other than an Agent Advance) is made following the date such Agent Advance is made, (ii) the 20th Business Day after such Agent Advance is made and (iii) demand by the Administrative Agent or the Required Lenders. Upon the making of any Agent Advance under any Class of Revolving Commitments, each Lender with a Revolving Commitment of such Class shall be deemed to have purchased a risk participation interest in an amount equal to its Applicable Percentage of such Agent Advance. The Administrative Agent at any time, in its sole and absolute discretion, may request that each Lender purchase its risk participation in any Agent Advance made under any Class of Revolving Commitments held by such Lender that are then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof). Upon receipt of such notice, each applicable Lender shall make an amount equal to its Applicable Percentage of such Agent Advance available to the Administrative Agent in Same Day Funds for the account of the Administrative Agent at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified by the Administrative Agent, whereupon, each Lender that so makes funds available shall be deemed to have funded its risk participation in the relevant Agent Advance and such Lender’s payment to the Administrative Agent shall be deemed payment in respect of such participation. If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(d) by the time specified above, the Administrative Agent shall be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s funded participation in the relevant Agent Advance. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.01(d) shall be conclusive absent manifest error. Each Lender’s obligation to purchase and fund risk participations in Agent Advances pursuant to this Section 2.01(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, either Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Agent Advances, together with interest as provided herein. At any time after any Lender has purchased and funded a risk participation in an Agent Advance, if the Administrative Agent receives any payment on account of such Agent Advance, the Administrative Agent will distribute promptly to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent in respect of principal or interest on any Agent Advance made under any Class of Commitments is required to be returned by the Administrative Agent under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Administrative Agent in its discretion), each applicable Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate.

Appears in 3 contracts

Sources: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender agrees to make Term Loans to the Company on the Closing Date in Dollars in a principal amount that will not result in the aggregate amount of such Lender’s Term Loans exceeding such Lender’s Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrowers in Agreed Currencies, in each case from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent Dollar Amount of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Facility Commitment, (ii) the Dollar Amount of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the total Revolving Facility Credit Exposure exceeds exceeding the Borrowing Basetotal Revolving Facility Commitments, (iii) the Lenders may refuse to make Dollar Amount of the total outstanding Revolving Facility Loans denominated in Foreign Currency exceeding the Foreign Currency Sublimit or otherwise restrict (iv) the making Dollar Amount of the total outstanding Revolving Facility Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject made to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to Foreign Borrower exceeding the terms of Section 2.04(d)Foreign Borrower Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans.

Appears in 3 contracts

Sources: Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc)

Commitments. Subject (a) Each Lender (other than the Swingline Lender) severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, to make loans (each, a “Revolving Loan,” and collectively, the “Revolving Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount at any time outstanding not greater than its Revolving Commitment at such time, provided that no Revolving Borrowing shall be made at any time, if, immediately after giving effect thereto, (a) such Lender’s Revolving Credit Exposure would exceed such Lender’s Revolving Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees to make Swingline Loans in accordance with Section 2.21, and each Lender agrees to make Revolving Loans to or purchase a participation interest in the Borrowers from time to time during Swingline Loans in accordance with Section 2.21; provided that no Swingline Loan shall be made at any time, if, immediately after giving effect thereto, the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent sum of the Post-Closing Reports, aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments at such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports time. Subject to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability and on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth hereinof this Agreement, the Borrowers Borrower may borrow, prepay repay and reborrow Revolving Swingline Loans.

Appears in 3 contracts

Sources: Credit Agreement (Markel Corp), Credit Agreement (Markel Corp), Credit Agreement (Markel Corp)

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time during from the Availability Period Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in (i) to exceed the amount of such Lender’s Revolving Facility Credit Exposure Loan Commitment; (except for ii) each Term Loan A Lender severally agrees to make Term Loan A to the Administrative Agent with respect Borrowers on the Closing Date, in an aggregate principal amount not to Agent Advances) exceeding exceed the amount of such Lender’s Revolving Facility Commitment Term Loan A Commitment; and (or, if less, prior iii) each Term Loan B Lender severally agrees to delivery make Term Loan B to the Administrative Agent Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Term Loan B Commitment. (iib) Notwithstanding the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or foregoing: (iiii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making aggregate principal amount of Revolving Loans and outstanding at any time to the issuance Borrowers shall not exceed the lower at such time of Letters (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit as Obligations and (B) the Lenders determine until such excess has been eliminated, subject amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms terms, provisions and conditions limitations set forth herein, the Borrowers may borrow, prepay repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date. (ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.

Appears in 3 contracts

Sources: Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp)

Commitments. Subject (a) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth hereinin this Agreement, each Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Revolving Loan” and collectively, the “Revolving Loans”) in an amount equal to its Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after giving effect to the Borrowers from time making of each Revolving Loan (and to time during the Availability Period in an aggregate principal amount that will not result in any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), (ix) such Lender’s Revolving Facility Outstanding Credit Exposure shall not exceed its Commitment and (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iiy) the Revolving Facility Aggregate Outstanding Credit Exposure exceeding shall not exceed the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing BaseAggregate Commitment. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant Subject to the terms of Section 2.04(d). Within this Agreement, the foregoing limits Borrower may borrow, repay and subject reborrow Revolving Loans at any time prior to the applicable Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth hereinin this Agreement, to participate in Facility LCs issued upon the request of the Borrower, provided that after giving effect to the issuance of each such Facility LC, (x) such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.18. (c) From and including the Closing Date to but excluding the Facility Termination Date applicable to the Swingline Lender, the Borrowers Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Swingline Loan,” and collectively, the “Swingline Loans”), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Advance of Swingline Loans shall be made if, immediately after giving effect thereto, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments at such time, and provided further that the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, prepay repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and reborrow Revolving Swingline Loans at any time prior to the Facility Termination Date applicable to the Swingline Lender, provided that the Borrower may not borrow Swingline Loans the proceeds of which are used to repay outstanding Swingline Loans.

Appears in 3 contracts

Sources: Credit Agreement, Credit Agreement (Idaho Power Co), Credit Agreement (Idaho Power Co)

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche A Term Loan to the Parent Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Parent Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (c) to make Domestic Revolving Loans to the Borrowers Parent Borrower from time to time during the Domestic Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 's Domestic Revolving Facility Credit Exposure exceeding such Lender's Domestic Revolving Commitment and (d) to make Multicurrency Revolving Loans to any Borrower from time to time during the Multicurrency Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Multicurrency Revolving Exposure (except for determined base on Assigned Dollar Value, in the Administrative Agent with respect to Agent Advancescase of Alternative Currency Loans) exceeding such Lender’s 's Multicurrency Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

Appears in 3 contracts

Sources: Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)

Commitments. Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender agrees to make Dollar Tranche Revolving Loans to the Borrowers from time to time during the Availability Period to the Company and the Foreign Subsidiary Borrowers in an aggregate principal amount that will not result Dollars, and (b) each Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving Loans from time to time during the Availability Period to the Company and the Foreign Subsidiary Borrowers in Agreed Currencies, if, in each case, after giving effect thereto: (i) the Dollar Tranche Revolving Exposure of each Dollar Tranche Lender would not exceed such Dollar Tranche Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Dollar Tranche Commitment; (ii) the Multicurrency Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or each Multicurrency Tranche Lender would not exceed such Multicurrency Tranche Lender’s Multicurrency Tranche Commitment; (iii) such Lender’s the aggregate Company Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Exposures of all Lenders would not exceed an amount equal to (x) the Domestic Borrowing Base minus (y) the Foreign Borrowers Utilization; and (iv) the aggregate Foreign Borrowers Revolving Exposures of all Lenders would not exceed an amount equal to (x) the sum of the Domestic Borrowing Base. The Base plus the Foreign Borrowing Base minus (y) the aggregate Company Revolving Exposures of all Lenders, however; subject, in their unanimous discretioneach case, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Protective Advances and Overadvances pursuant to the terms of Section 2.04(d)Sections 2.05 and 2.06. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The limitations on Borrowings referred to in clauses (i) through (iv) above are referred to collectively as the “Revolving Exposure Limitations”.

Appears in 2 contracts

Sources: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Tranche A Term Lender agrees to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not exceeding its Tranche A Term Commitment, (ii) each Revolving Lender agrees to make Revolving Loans in dollars to the Borrowers Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Availability Period in an aggregate principal amount at any one time outstanding that, when added to such Lender’s Revolving Exposure at such time, does not exceed such Lender’s Revolving Commitment, and (iii) each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Parent Borrower or the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Availability Period; provided that will after giving effect to the requested Foreign Currency Loan, (x) the Foreign Currency Revolving Exposure of all Revolving Lenders does not result in exceed the Foreign Currency Sublimit, (iy) such Lender’s Revolving Facility Credit Exposure (except for at such time does not exceed the Administrative Agent with respect to Agent Advances) exceeding amount of such Lender’s Revolving Facility Commitment and (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iiz) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of Exposure at such time does not exceed the Post-Closing Reports to the Administrative Agent, $340 million, or total Revolving Commitments. (iiib) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Incremental Facility Agreement (Trimas Corp), Credit Agreement (Trimas Corp)

Commitments. Subject to the terms and conditions set forth herein: (a) each Initial Term Lender agrees, severally and not jointly, to make Initial Term Loans in Dollars to BGI on the Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Facility Lender agrees agrees, severally and not jointly, to make Revolving Facility Loans of a Class in Dollars or any Alternate Currency to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such LenderRevolving Facility ▇▇▇▇▇▇’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Revolving Facility Lender’s Revolving Facility Commitment (orof such Class, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, such Class or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share the outstanding amount of Alternate Currency Loans, together with the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued stated amount of all outstanding Alternate Currency Letters of Credit Credit, exceeding the Dollar Equivalent of $650,000,000 in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)aggregate. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrowers, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) the full amount of each of the Initial Term Loans must be drawn in a single drawing on the Closing Date and amounts of such Initial Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Amendment No. 2 (Barnes Group Inc), Credit Agreement (Barnes Group Inc)

Commitments. Subject to the terms and conditions set forth herein, (a) each Term Lender agrees to make an Initial Term Loan denominated in dollars to the Borrower on the Effective Date in a principal amount not exceeding its Term Commitment in respect of Initial Term Loans and (b) each Revolving Lender agrees to make Revolving Loans denominated in dollars or a Permitted Foreign Currency to the Borrowers Borrower from time to time time, in each case during the Revolving Availability Period Period, in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to or the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Aggregate Revolving Facility Credit Exposure exceeding the total Aggregate Revolving Facility Commitments orCommitment. Initial Term Loans and Revolving Loans denominated in dollars may be ABR Loans or Eurocurrency Loans, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s and Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, howeverLoans denominated in a Permitted Foreign Currency shall be Eurocurrency Loans, in their unanimous discretioneach case, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)further provided herein. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Arconic Inc.), Credit Agreement (Arconic Rolled Products Corp)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender agrees to make Term A Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term A Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender▇▇▇▇▇▇’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender▇▇▇▇▇▇’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term A Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Cerence Inc.), Credit Agreement (Cerence Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender agrees to make Revolving Loans revolving loans to the Borrowers Borrower (each such loan, a “Revolving Credit Loan”) from time to time during the Availability Period with respect to the Revolving Credit Facility, in an aggregate principal amount that will not result in (ia) such Revolving Credit Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Revolving Credit Lender’s Revolving Facility Credit Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iib) the Total Revolving Facility Credit Exposure exceeding the total aggregate Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Credit Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make a single loan to the Borrower on any Business Day during the Availability Period with respect to the Term Loan Facility (each such loan, a “Term Loan”), in an amount not to exceed the amount of such Term Loan Lender’s Term Loan Commitment at such time; provided that the aggregate principal amount of all Term Loans made on such date shall not exceed the aggregate Term Loan Commitments. Any undrawn Term Loan Commitments shall be reduced to $0 immediately following the funding of the Term Loans on the Term Loan Draw Date. The Term Loan Commitments are not revolving in nature, and amounts borrowed under this Section 2.01(b) and repaid under Section 2.09 or Section 2.10 may not be reborrowed.

Appears in 2 contracts

Sources: Amendment Agreement (Marathon Petroleum Corp), Credit Agreement (Marathon Petroleum Corp)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally and not jointly agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time during after the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result to exceed the amount of such Lender's Revolving Credit Commitment; and (ii) each Term Loan Lender severally agrees to make a Term Loan to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (A) the difference between (1) the Total Revolving Credit Commitment and (2) the issuance of Letters aggregate Letter of Credit as Obligations and (B) the Lenders determine until such excess has been eliminateddifference between (1) the then current Borrowing Base and (2) the aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and reborrow the Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the Administrative Agent’s authorityterms, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits provisions and subject to the terms and conditions limitations set forth herein, . (ii) The aggregate principal amount of the Borrowers Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

Appears in 2 contracts

Sources: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)

Commitments. (a) (i) Subject to the terms and conditions set forth herein, (i) each Term Lender (other than the 2020 Incremental Term Lenders) severally agrees to make an Initial Term Loan to the Borrower denominated in Dollars on the Effective Date in an aggregate principal amount equal to its Initial Term Loan Commitment, (ii) each 2020 Incremental Term Lender severally agrees to make a 2020 Incremental Term Loan to the Borrower denominated in Dollars on the 2020 Incremental Closing Date (as defined in Amendment No. 1) in an aggregate principal amount equal to its 2020 Incremental Term Loan Commitment and (iii) each Revolving Lender agrees to make Revolving Loans to the Borrowers from time to time Borrower denominated in Dollars during the Revolving Availability Period in an aggregate principal amount that which will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on Commitment; provided that any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making borrowing of Revolving Loans and on the issuance of Letters of Credit as Effective Date shall not exceed the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Initial Revolving Borrowing Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers The Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Initial Term Loans and 2020 Incremental Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth in any Incremental Facility Amendment providing for, as applicable, the making or Refinancing of Term Loans or Revolving Loans, each Term Lender or Revolving Lender party thereto severally agrees to, as applicable, make or Refinance Term Loans or Revolving Loans, as applicable, on the date specified therein in an aggregate amount not to exceed the amount of such Term Lender’s or Revolving Lender’s Commitment as set forth therein.

Appears in 2 contracts

Sources: Incremental Facility Agreement (GoHealth, Inc.), Incremental Facility Agreement (GoHealth, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender agrees to make Term A Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term A Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term A Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Open Lending Corp), Credit Agreement (Cerence Inc.)

Commitments. Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Facility Credit Commitment, provided that any such Revolving Credit Loans (A) shall be made available at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower and subject to Section 2.8(e), be incurred and maintained as, and/or converted into ABR Loans or Term Benchmark Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (except for E) shall not, after giving effect thereto and to the Administrative Agent application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving LoansClass.

Appears in 2 contracts

Sources: Credit Agreement (Chime Financial, Inc.), Credit Agreement (Chime Financial, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Term A Lender agrees to make Term A Loans to the Borrower on the Closing Date in a principal amount not to exceed such Lender’s Term A Loan Commitment; (b) each Term B Lender agrees to make Term B Loans to the Borrower on the Closing Date in a principal amount not to exceed such Lender’s Term B Loan Commitment; (c) each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrowers Borrower from time to time during the Availability Period in Dollars or any Alternative Currency in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or Commitment; and (iiid) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)

Commitments. Subject to the terms and conditions set forth herein: (a) on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, certain Lenders agreed to make 2024 Refinancing Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $1,371,562,500, (b) on the Fifteenth Incremental Assumption and Amendment Agreement Effective Date, pursuant to the terms of the Fifteenth Incremental Assumption and Amendment Agreement, the Incremental Term B-1 Lenders were deemed to make Incremental Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $143,200,320.55, (c) on the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, pursuant to the terms of the Sixteenth Incremental Assumption and Amendment Agreement, the May 2024 Incremental Term B-1 Lenders agreed to make May 2024 Incremental Term B-1 Loans in Dollars to the Borrower and the applicable Co-Borrower in an aggregate principal amount equal to $474,299,679.45, (d) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrowers Borrower and each applicable Co-Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender▇▇▇▇▇▇’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender▇▇▇▇▇▇’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower and each Co-Borrower may borrow, prepay and reborrow Revolving Facility Loans, (e) each Lender having an Incremental Term Loan Commitment (other than a May 2024 Incremental Term B-1 Loan Commitment) agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower and each applicable Co-Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (f) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower and/or any Co-Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (g) amounts borrowed under Section 2.01(a), (b), (c) or (e) that are repaid or prepaid may not be reborrowed. From and after the Sixteenth Incremental Assumption and Amendment Agreement Effective Date, the 2024 Refinancing Term B-1 Loans, the Incremental Term B-1 Loans and the May 2024 Incremental Term B-1 Loans shall be treated as a single “Class” and have the same terms and conditions for all purposes of this Agreement and the other Loan Documents, including all scheduled, optional and mandatory prepayments.

Appears in 2 contracts

Sources: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers Borrower in Dollars at any time and from time to time during after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and any Incremental Facility Amendment, each Lender with an Incremental Commitment of a given Class, severally and not jointly, agrees to make Incremental Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Incremental Commitment of such Class of such Lender as set forth in the applicable Incremental Facility Amendment.

Appears in 2 contracts

Sources: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans revolving loans to the Borrowers Company (“Company Revolving Loans”) in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the total Revolving Credit Exposures exceeding the Revolving Credit Availability on one or more occasionsat such time, but if they do so(iii) subject to Sections 2.04 and 2.11(b), neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits sum of the Borrowing Base Dollar Amount of the total Company Revolving Credit Exposures exceeding the Company Revolving Credit Availability at such time or (iv) subject to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing BaseSections 2.04 and 2.11(b), the Lenders may refuse to make or otherwise restrict Dollar Amount of the making of total outstanding Company Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authorityCompany LC Exposure, in its sole discretioneach case denominated in Foreign Currencies, to make Agent Advances pursuant to exceeding the terms of Section 2.04(d)Company Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Company Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Lender agrees to make revolving loans to the Canadian Borrowers (“Canadian Revolving Loans”) in Canadian Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Revolving Credit Availability at such time or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Canadian Revolving Credit Exposures exceeding the Canadian Revolving Credit Availability. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrowers may borrow, prepay and reborrow Canadian Revolving Loans.

Appears in 2 contracts

Sources: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)

Commitments. Subject to the terms and conditions set forth herein: (a) each Lender agrees to make Term B Loans in Dollars to the Company on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment; provided that the full amount of the Term B Loan Commitment shall be drawn in a single drawing on the Closing Date, and (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars or in any Alternate Currency to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, and (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make Incremental Term Loans to the Borrower specified in the applicable Incremental Assumption Agreement, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. (d) Amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Presidio, Inc.), Credit Agreement (Presidio, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: First Lien Credit Agreement (AP Gaming Holdco, Inc.), First Lien Credit Agreement (AP Gaming Holdco, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender Lender, severally and not jointly, agrees to make Revolving Loans Loans, denominated in dollars, to the Borrowers any Borrower from time to time during the Availability Period applicable to such Lender for the Facility Commitments in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Facility Commitment or (ii) the sum of the Borrowing Base. The Lenderstotal Revolving Credit Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, however, in their unanimous discretion, may elect each Designated Currency Lender agrees to make Revolving Loans or issue or arrange denominated in any Designated Currency to have issued Letters of Credit any Borrower from time to time during the Availability Period applicable to such Lender for the Designated Currency Subcommitments in excess an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the aggregate amount of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Equivalents of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If principal amounts of the Revolving Facility Designated Currency Loans of any Designated Currency Lender exceeding such Lender’s Designated Currency Subcommitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding the Eligible Currency Sublimit, (iii) any Lender’s Revolving Credit Exposure exceeds exceeding such Lender’s Facility Commitment or (iv) the Borrowing Base, sum of the Lenders may refuse to make or otherwise restrict total Revolving Credit Exposures exceeding the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant total Facility Commitments. (c) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Revolving Loans denominated in Yen to any Borrower from time to time during the Availability Period applicable to such Lender for the Yen Subcommitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of Section 2.04(d). the aggregate principal amount of the Revolving Yen Loans of any Yen Lender exceeding such Lender’s Yen Subcommitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding the Eligible Currency Sublimit, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Facility Commitment or (iv) the sum of the total Revolving Credit Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Appears in 2 contracts

Sources: Credit Agreement (Moodys Corp /De/), Credit Agreement (Moodys Corp /De/)

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving credit loans (each such loan, a “Revolving Loans Credit Loan”) to the Borrowers Borrower from time to time time, on any Business Day during the Availability Period Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that will not result in after giving effect to any Revolving Credit Borrowing, (i) such Lender’s the Total Revolving Facility Credit Exposure (except for Outstandings shall not exceed the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Aggregate Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Commitments and (ii) the Revolving Facility Credit Exposure exceeding the total of such Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) Lender shall not exceed such Revolving Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing BaseCommitment. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed Within the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the each Revolving Facility Lender’s Revolving Credit Exposure exceeds the Borrowing BaseCommitment, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authorityother terms and conditions hereof, in its sole discretionthe Borrower may borrow under this Section 2.01, to make Agent Advances pursuant to the terms of prepay under Section 2.04(d)2.06, and reborrow under this Section 2.01. Within the foregoing limits and subject Revolving Credit Loans may be Base Rate Loans, LIBOR Floating Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrowers Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect to any such Term Borrowing, (x) the aggregate Outstanding Amount of all Term Loans shall not exceed the Term Facility and (y) the Outstanding Amount of all Term Loans made by such Term Lender shall not exceed such Term Lender’s Term Commitment. Term Loans that are repaid or prepaid may borrownot be reborrowed. Term Loans may be Base Rate Loans, prepay and reborrow Revolving LIBOR Floating Rate Loans or Eurodollar Rate Loans, as further provided herein.

Appears in 2 contracts

Sources: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty OP, L.P.)

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving Loans A Loan”) to the Revolving A/B Borrowers in Dollars from time to time on any Business Day during the Availability Period for the Revolving A Commitments in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (except for i) the Administrative Agent with respect to Agent AdvancesTotal Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) exceeding the aggregate Outstanding Amount of the Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving Facility Commitment (orA Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or and (iii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with the terms of this Agreement. Within the limits of each Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The LendersA Commitment, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Revolving A/B Borrowers may borrowborrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein (provided that Lux 2 may not borrow Base Rate Loans).

Appears in 2 contracts

Sources: Credit Agreement (Fleetcor Technologies Inc), Credit Agreement (Fleetcor Technologies Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result to exceed the amount of such Revolving Loan Lender's Revolving Credit Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Term Loan Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the issuance of Letters of Credit as Final Maturity Date. Within the Lenders determine until such excess has been eliminatedforegoing limits, the Borrower may borrow, repay and re-borrow, on or after the Effective Date and prior to the Final Maturity Date, subject to the Administrative Agent’s authorityterms, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits provisions and subject to the terms and conditions limitations set forth herein, . (ii) The aggregate principal amount of the Borrowers Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may borrow, prepay and reborrow Revolving Loansnot be re-borrowed.

Appears in 2 contracts

Sources: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrowers (or any Borrower) in Dollars at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrowers (or the relevant Borrower), which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Revolving Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million)Commitment, or (ii) the aggregate Revolving Facility Credit Exposure Exposures exceeding the total aggregate Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving LoansLoans in Agreed Currencies. (b) Subject to the terms and conditions set forth herein, each Term A Loan Lender agrees to make Term A Loans in U.S. Dollars to the Borrower on the Effective Date in an aggregate principal amount equal to its Term A Loan Commitment; provided, that the making of such Term A Loans will not result in (i) the outstanding principal amount of such Term A Loan Lender’s Term A Loans exceeding the amount of such Term A Loan Lender’s Term A Loan Commitment and (ii) the aggregate outstanding principal amount of all Term A Loans exceeding the aggregate of the Term A Loan Commitments. No amount in respect of the Term A Loans may be reborrowed once it has been repaid. Term A Loans shall be made available in immediately funds in U.S. Dollars in such account and at such time on the Effective Date as designated by the Administrative Agent to the Term A Loan Lenders. (c) Subject to the terms and conditions set forth herein, each Term B Loan Lender agrees to make Term B Loans in U.S. Dollars to the Borrower on the Effective Date in an aggregate principal amount equal to its Term B Loan Commitment; provided, that the making of such Term B Loans will not result in (i) the outstanding principal amount of such Term B Loan Lender’s Term B Loans exceeding the amount of such Term B Loan Lender’s Term B Loan Commitment and (ii) the aggregate outstanding principal amount of all Term B Loans exceeding the aggregate of the Term B Loan Commitments. No amount in respect of the Term B Loans may be reborrowed once it has been repaid. Term B Loans shall be made available in immediately funds in U.S. Dollars in such account and at such time on the Effective Date as designated by the Administrative Agent to the Term B Loan Lenders.

Appears in 2 contracts

Sources: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date, in Dollars, in a principal amount not to exceed its Initial Term Loan Commitment, and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrowers Borrower, in Dollars, at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, Initial Revolving Loans may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Borrowers Initial Term Loans may borrownot be reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, prepay Extension Amendment or Incremental Facility Amendment, each Additional Lender with an Additional Commitment of a given Class, severally and reborrow Revolving Loansnot jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Additional Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Additional Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment.

Appears in 2 contracts

Sources: Credit Agreement (Cowen Inc.), Credit Agreement (Victory Capital Holdings, Inc.)

Commitments. Subject to the terms and conditions set forth herein: (a) Each Initial Term Lender agrees severally, and not jointly, on the Effective Date, to make term loans to the Borrower (the “Initial Term Loans”) in US Dollars and in a like principal amount not to exceed its Initial Term Loan Commitment (and with the tenor therefor described in the definition of Term Loan Maturity Date). (b) Subject to the terms and conditions herein set forth, each Revolving Credit Lender agrees with a Revolving Credit Commitment of a particular Class agrees, severally and not jointly, to make Revolving Loans of such Class to the Borrowers Borrower in the Available Currency requested by the Borrower, at any time and from time to time during after the Availability Period in an aggregate principal amount that will not result in (i) Effective Date, and until the earlier of the Revolving Credit Maturity Date with respect to its Revolving Credit Commitment and the termination of such Lender’s Revolving Facility Credit Exposure (except for Commitment of such Class in accordance with the Administrative Agent with respect terms hereof, in an aggregate Principal Amount at any time outstanding that will not, after giving effect to Agent Advances) exceeding the making of such Revolving Credit Loans and the application of the proceeds thereof, result in such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans. (c) Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)

Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees (a) to make a USD Term A Loan in dollars to the Parent Borrower on the Rothsay Acquisition Closing Date in an aggregate principal amount not exceeding its USD Term A Commitment, (b) to make a CAD Term A Loan in Canadian Dollars to the Canadian Borrower on the Rothsay Acquisition Closing Date in an aggregate principal amount not exceeding its CAD Term A Commitment, (c) to make Term B USD Loans in dollars to the Parent Borrower on the Vion Acquisition Closing Date in an aggregate principal amount not exceeding its Term B USD Commitment, (d) to make Term B EUR Loans in Euro to the Dutch Parent Borrower on the Vion Acquisition Closing Date in an aggregate principal amount not exceeding its Term B EUR Commitment, (e) to make USD/Multicurrency Revolving Loans in (x) dollars or Alternative Currencies to the Borrowers Parent Borrower, (y) Canadian Dollars to the Canadian Borrower and (z) dollars or Alternative Currencies to the Dutch Parent Borrower and the Vion Subsidiary Borrowers, in each case, from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s USD/Multicurrency Revolving Exposure exceeding such Lender’s USD/Multicurrency Revolving Commitment, (ii) the aggregate Dollar Equivalent of the USD/Multicurrency Revolving Exposure of all Lenders exceeding the aggregate USD/Multicurrency Revolving Commitment of all Lenders or (iii) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency Revolving Sublimit and (f) to make USD Only Revolving Loans in dollars to the Parent Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s USD Only Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s USD Only Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the aggregate Dollar Equivalent of the USD Only Revolving Facility Credit Exposure of all Lenders exceeding the total aggregate USD Only Revolving Facility Commitments or, until delivery Commitment of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The all Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. Subject to the terms and conditions set forth herein, including Section 2.23, and in the relevant Ancillary Facility Documents, any Revolving Lender may make one or more Ancillary Facilities available to any applicable Borrower. For the avoidance of doubt, any reference to a Loan or Letter of Credit shall not include any utilization of any Ancillary Facility.

Appears in 2 contracts

Sources: Credit Agreement (Darling Ingredients Inc.), Credit Agreement (Darling International Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Term Lender severally, and not jointly, agrees to make Original Term Loans to the Lux Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrowers Revolver Borrower at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Lender in an aggregate principal amount accordance with the terms hereof, in Dollars or one or more Alternative Currencies; provided that will not result in (i) after giving effect to any Borrowing of Revolving Loans, the Dollar Equivalent of the Outstanding Amount of such Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Revolving Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Revolver Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Incremental Term Loans to the Term Borrowers (or one or more wholly-owned subsidiaries of the Borrower Representative in accordance with Section 2.22(a)(xvi)(A)), which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Revolving Commitment for a given Class of Incremental Revolving Loans severally, and not jointly, agrees to make Incremental Revolving Loans to the Revolver Borrower (or one or more Wholly-Owned Subsidiaries of the Borrower Representative in accordance with Section 2.22(a)(xvi)(B)), at any time and from time to time on and after the initial incurrence thereof, and until the earlier of the maturity thereof and the termination of the Additional Revolving Commitment of such Lender or Additional Lender (as applicable) in accordance with the terms hereof; provided that after giving effect to any Borrowing of Incremental Revolving Loans, the Outstanding Amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure in respect of Additional Revolving Loans shall not exceed such ▇▇▇▇▇▇’s Additional Revolving Commitment in respect of Additional Revolving Loans. (d) On the First Amendment Effective Date, (i) each Initial Euro Term Lender, severally, and not jointly, agrees to make Initial Euro Term Loans to the Lux Borrower in Euros in an aggregate principal amount equal to its Initial Euro Term Loan Commitment and (ii) without any further action or notice on the part of any Person, all Original Term Loans (other than the portion thereof prepaid on the First Amendment Effective Date pursuant to the terms of the First Amendment) shall remain outstanding denominated in Dollars, and shall be redesignated as “Initial USD Term Loans” for all purposes of this Agreement, in each case, accordance with the terms and conditions of the First Amendment. (e) On the Second Amendment Effective Date, (i) each 2017 Replacement Term Lender severally, and not jointly, agrees to make 2017 Replacement Euro Term Loans to the Lux Borrower in an aggregate principal amount equal to such Lender’s 2017 Replacement Euro Term Loan Commitment and (ii) each 2017 Replacement Term Lender severally, and not jointly, agrees to make 2017 Replacement USD Term Loans to the Lux Borrower in an aggregate principal amount equal to such ▇▇▇▇▇▇’s 2017 Replacement USD Term Loan Commitment, in each case in accordance with the terms and conditions of the Second Amendment. (f) On the Third Amendment Effective Date, each 2021 Replacement Term Lender severally, and not jointly, agrees to make 2021 Replacement Term Loans to the Lux Borrower in an aggregate principal amount equal to such Lender’s 2021 Replacement Term Loan Commitment in accordance with the terms and conditions of the Third Amendment.

Appears in 2 contracts

Sources: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (ia) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iib) the Aggregate Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery lesser of (x) the sum of the Post-Closing Reports to the Administrative Agent, $340 million, or aggregate Revolving Commitments and (iiiy) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Protective Advances pursuant to the terms of Section 2.04(d)Sections 2.04 and 2.05 by making immediately available funds available to the Administrative Agent’s designated account, not later than 1:00 p.m., Chicago time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms of the Ex-Im Bank Documents and the Fast Track Loan Agreement, the Ex-Im Revolving Lender agrees to make Ex-Im Revolving Loans to the Ex-Im Borrower from time to time during the Ex-Im Availability Period in an aggregate principal amount that will not result in the Ex-Im Revolving Lender’s Ex-Im Revolving Exposure exceeding (A) the Ex-Im Revolving Lender’s Ex-Im Revolving Subcommitment or (B) the Export-Related Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Ex-Im Borrower may borrow, prepay and reborrow Ex-Im Revolving Loans. The making of Ex-Im Revolving Loans will be governed by the Fast Track Loan Agreement, the Ex-Im Bank Borrower Agreement and this Agreement; in the event of conflict among the terms of the Fast Track Loan Agreement, the Ex-Im Bank Borrower Agreement and the terms hereof, the terms of the Ex-Im Bank Borrower Agreement shall prevail. In no event shall the obligations of the Ex-Im Revolving Lender hereunder, under the Fast Track Loan Agreement and under the Ex-Im Bank Borrower Agreement be deemed to be distinct commitments; rather, this Agreement, the Fast Track Loan Agreement and the Ex-Im Bank Borrower Agreement describe different aspects of the same obligations.

Appears in 2 contracts

Sources: Credit Agreement (A.S.V., LLC), Credit Agreement (Manitex International, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Construction Lender agrees to make Construction Loans to the Borrower, in each case from time to time during the Construction Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Construction Loans exceeding such Lender’s Construction Commitment or (ii) the aggregate amount of all Construction Loans exceeding the total Construction Commitments of all Lenders. Immediately prior to the effectiveness of this Agreement, the Borrower owed to the Existing Lender, under the Existing Credit Agreement, an aggregate amount equal to $10,059,689.48 (including accrued and unpaid interest), which amount is hereby deemed to be a Construction Loan made by Citibank, N.A. hereunder in its capacity as a Lender. (b) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower, in each case from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the total Revolving Facility Credit Exposure of all Lenders exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or all Lenders. (iiic) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow re-borrow Revolving Loans. Amounts repaid or prepaid in respect of Construction Loans may not be re-borrowed.

Appears in 2 contracts

Sources: Credit Agreement (Allegheny Energy, Inc), Credit Agreement (Allegheny Energy, Inc)

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, Commitment; provided however, in their unanimous discretion, may elect that no Lender shall be obligated to make a Revolving Loans or issue or arrange to have issued Letters of Credit Loan in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits such Lender’s Applicable Percentage of the Borrowing Base or to difference between the aggregate Commitments and the Revolving Credit Exposure, no Lender shall be obligated to exceed such limits on any make a Revolving Loan other occasion. If than in connection with the Revolving Facility Credit Exposure exceeds acquisition of the Borrowing BaseAT&T Property, the Lenders may refuse Westinghouse Property or the GE Property and no Lender shall be obligated to make or otherwise restrict a Revolving Loan in excess of such Lender’s Applicable Percentage of the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until Maximum Available Facility Amount with respect to each such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Mortgaged Property. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow (solely for the purposes set forth above) Revolving Loans. The aggregate amount of the Commitments shall be reduced (on a pro rata basis as to each Lender) by: (a) the amount of any Mandatory Prepayment set forth in Section 2.10(e), (b) following the funding of the Revolving Loan made in connection with the acquisition of the Westinghouse Property and prior to the funding of the Revolving Loan made in connection with the acquisition of the GE Property, the amount of any required principal amortization payments made in connection with Section 2.10(d) hereof until the aggregate Commitments equal $8,500,000.00 plus the then outstanding balance of the Loan, and (c) following the funding of the Revolving Loan made in connection with acquisition of the GE Property, the amount of any required principal amortization payments made in connection with Section 2.10(d) hereof until the Commitments equal $0.00.

Appears in 2 contracts

Sources: Mezzanine Credit Agreement, Mezzanine Credit Agreement (Griffin Capital Net Lease REIT, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term A-1 Loans to the Term A Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term A-1 Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term A-2 Loans to the Term A Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term A-2 Loan Commitment, (iii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term B Loans to the Term B Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iv) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrowers any Revolving Borrower in Dollars at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an accordance with the terms hereof; provided that, (A) after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment and (B) after giving effect to the Borrowing of the Initial Term A-1 Loans and the Initial Term A-2 Loans on the Closing Date, the aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for of Initial Term A-1 Loans and/or the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Initial Term A-2 Loans made to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of Parent shall not exceed $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)200,000,000. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers any Revolving Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the relevant Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Brookfield Property REIT Inc.), Credit Agreement (Brookfield Property REIT Inc.)

Commitments. Subject to the terms and conditions set forth herein, (a) each Term Lender agreed to make an Initial Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Initial Term Commitment, (b) each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower denominated in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that which will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Pro Rata Share of Revolving Commitment, and (c) each First Additional Term ▇▇▇▇▇▇ agrees to make a First Additional Term Loan to the Borrowing BaseBorrower on the Amendment No. 1 Effective Date denominated in dollars in a principal amount not exceeding its First Additional Term Commitment. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On the Amendment No. 4 Effective Date, in accordance with, and upon the terms and conditions set forth in, Amendment No. 4 (A) the Original Revolving Commitment of each 2028 Revolving Lender shall become a 2028 Revolving Commitment, and (B) the Original Revolving Commitment of each 2026 Revolving Lender shall be reclassified as a 2026 Revolving Commitment.

Appears in 2 contracts

Sources: Credit Agreement (EverCommerce Inc.), Credit Agreement (EverCommerce Inc.)

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) (i) if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund an Initial Term Loan on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement or (ii) otherwise, to make an Initial Term Loan to the Borrower on the Closing Date, in either case, in a principal amount equal to but not exceeding its Initial Term Commitment and (b) (i) if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund a Revolving Loan on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement and (ii) to make Revolving Loans to the Borrowers Borrower from time to time during the Revolving Availability Period Period, in each case, in an aggregate principal amount that that, in each case after giving effect to any simultaneous reduction of Revolving Exposure due to any application of proceeds from such Revolving Loans, will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that Revolving Loans may be funded on the Escrow Funding Date or borrowed on the Closing Date, as the case may be, only to the extent that, after giving effect to the funding or borrowing of such Loans and the use of proceeds thereof, Unrestricted Cash shall not exceed (or, if less, prior to delivery to in the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making case of Revolving Loans and funded on the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedEscrow Funding Date, subject be projected to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)exceed) $25,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans; provided that amounts repaid in respect of Revolving Loans as a result of an Escrow Release Repayment may not be reborrowed. Amounts repaid or prepaid in respect of Term Loans (including in respect of Initial Term Loans as a result of an Escrow Release Repayment) may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrowers Borrower in dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. (b) If on the First Restatement Effective Date, Loans are outstanding and (x) one or more Persons which were Lenders (under and as defined in the Original Credit Agreement) are Departing Lenders and/or (y) the Commitments one or more Continuing Lenders are higher or lower than their respective Commitments (under and as defined in the Original Credit Agreement), then on the First Restatement Effective Date and subject to the terms and conditions hereof: (i) each Continuing Lender whose Commitment is higher or lower than its Commitment (under and as defined in the Original Credit Agreement) shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such Continuing Lender shall have assigned to or assumed from each other such Continuing Lender, a portion of the Commitment, Loans and LC Exposure of each such Continuing Lender such that the outstanding Loans and LC Exposure of each Lender immediately after First Restatement Effective Date reflect proportionately the Commitments as set forth on Schedule 2.1; and (ii) in connection with such assignment, each such Continuing Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such Continuing Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6.

Appears in 2 contracts

Sources: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Corp)

Commitments. (a) Subject to the terms and conditions set forth herein, each Construction/Term Lender agrees (i) to make Revolving Loans construction loans (the “Construction Loans”) to the Borrowers Borrower, in each case from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (A) such Lender’s Construction Loans exceeding such Lender’s Construction Commitment, or (B) the aggregate amount of all Construction Loans exceeding the total Construction Commitments and (ii) to make term loans (the “Term Loans”) to the Borrower on the Term Conversion Date in an amount that will not result in (A) such Lenders’ Term Loans exceeding such Lender’s Term Commitment or (B) the aggregate amount of all Term Loans exceeding the total Term Commitments. (b) Construction Loans shall Term Convert pursuant to Section 2.04, and Construction Loans and Term Loans shall not be simultaneously outstanding. (c) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make revolving loans (the “Revolving Loans”) to the Borrower, in each case from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or Commitments. (iiid) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow re-borrow Revolving Loans. Amounts repaid or prepaid in respect of Construction Loans and Term Loans may not be re-borrowed.

Appears in 2 contracts

Sources: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Initial Term Lender agrees to make Initial Term Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Lender agrees, severally and not jointly, to make Revolving Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Revolving Lender’s Revolving Facility Commitment (orof such Class, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 millionsuch Class, or (iii) such Lender’s the Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of $250,000,000 on the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) the full amount of the Initial Term Loans must be drawn in a single drawing on the Closing Date and amounts of such Initial Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)

Commitments. (a) Subject to the terms and conditions set forth herein, including Section 5.08, each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower in Dollars from time to time during the Revolving Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (ia) such Lender’s Revolving Facility ▇▇▇▇▇ving Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment ▇▇▇▇▇ving Commitment, (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iib) the Total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery or (c) the sum of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Total Revolving Facility Credit Exposure plus the total Term Loan Exposures exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. (a) Subject to the terms and conditions set forth herein, including Section 5.08, each Term Loan Lender agrees to make Term Loans to the Borrower in Dollars as requested by the Borrower in a Borrowing Request in up to three (3) Borrowings during the Term Loan Availability Period in an aggregate principal amount that will not result in (i) the aggregate principal amount of the Term Loans to be made by such Term Loan Lender exceeding its Term Loan Commitment, (ii) the aggregate principal amount of all Term Loans made by the Term Loan Lenders exceeding the total Term Loan Commitments, or (iii) the sum of the Total Revolving Credit Exposure plus the total Term Loan Exposures exceeding the Borrowing Base. The Term Loan Commitments of the Lenders to make the Term Loans shall DB3/ 204690278.10 automatically expire and terminate on Term Loan Availability End Date (whether or not the Borrower has fully utilized the Term Loan Commitments). Any portion of the Term Loans that is repaid may not be reborrowed.

Appears in 2 contracts

Sources: Revolving Credit and Term Loan Agreement (Veris Residential, L.P.), Revolving Credit and Term Loan Agreement (Veris Residential, L.P.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans Loans”) to the Borrowers Borrower in Dollars at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, Revolving Loans may consist of ABR Loans, Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, RFR Loans), or a combination thereof, and may be borrowed, paid, repaid and reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment. (c) Subject to the terms and conditions set forth herein, each Delayed Draw Term Lender severally (and not jointly) agrees to make a Delayed Draw Term Loan in Dollars to the Borrowers Borrower, in up to five (5) drawings during the Delayed Draw Term Loan Availability Period, in an aggregate principal amount not to exceed such ▇▇▇▇▇▇’s unused Delayed Draw Term Loan Commitment at such time. Amounts prepaid or repaid in respect of Delayed Draw Term Loans may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loans A Loan”) to the Borrowers Company in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (i) to exceed at any time outstanding the amount of such Lender’s Revolving Facility Credit Exposure A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (except for i) the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Total Revolving Facility Commitment (orA Outstandings shall not exceed the Aggregate Revolving A Commitments, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility A Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) any Lender shall not exceed such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share A Commitment and (iii) the aggregate Outstanding Amount of all Revolving A Loans denominated in Alternative Currencies shall not exceed the Borrowing BaseAlternative Currency Sublimit. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed Within the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the each Lender’s Revolving Facility Credit Exposure exceeds the Borrowing BaseA Commitment, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authorityother terms and conditions hereof, in its sole discretionthe Company may borrow under this Section 2.01(a), to make Agent Advances pursuant to the terms of prepay under Section 2.04(d2.05, and reborrow under this Section 2.01(a). Within the foregoing limits and subject Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving B Loan”) to the Borrowers Dutch Borrower in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving B Commitment; provided, however, that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments and (ii) the Revolving B Credit Exposure of any Lender shall not exceed such Lender’s Revolving B Commitment. Within the limits of each Lender’s Revolving B Commitment, and subject to the other terms and conditions hereof, the Dutch Borrower may borrowborrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving B Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.

Appears in 2 contracts

Sources: Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Rackspace Technology, Inc.), Credit Agreement (Cerence Inc.)

Commitments. Subject to the terms and conditions set forth herein: (a) (x) on the Closing Date, the Initial Term B Lenders made the Initial Term B Loans to the Borrower in an aggregate principal amount of $450,000,000 and (y) on the Effective Date, the Incremental Term B Lenders agree to make the Incremental Term B Loans to the Borrower in an aggregate principal amount of $65,000,000 subject to the terms and conditions in the 2017 Incremental Assumption Agreement, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. For the avoidance of doubt, from and after the Effective Date, the Initial Term B Loans and the Incremental Term B Loans shall be treated as a single “Class” and have the same terms and conditions for all purposes of this Agreement and the other Loan Documents, including all scheduled, optional and mandatory prepayments.

Appears in 2 contracts

Sources: Incremental Assumption Agreement (PlayAGS, Inc.), Incremental Assumption Agreement (AP Gaming Holdco, Inc.)

Commitments. (a) Subject to the terms and conditions set forth in the Fifth Amendment, each Lender has agreed to make, or acquire through conversion of existing term loans, a Tranche A Term Loan to the Borrower on the Third Refinancing Date in a principal amount equal to its Tranche A Undertaking. (b) Subject to the terms and conditions set forth in the Fourth Amendment, each Lender has agreed to make, or acquire through conversion of existing term loans, a Tranche B Term Loan to the Borrower on the Second Refinancing Date in a principal amount equal to its Tranche B Undertaking. (c) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not (after giving effect to any concurrent use of the proceeds thereof to repay Swingline Loans or LC Disbursements) result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. (d) Amounts repaid in respect of Term Loans may not be reborrowed.” (g) Section 2.08(a) of the Credit Agreement is amended to read as follows:

Appears in 2 contracts

Sources: Credit Agreement (Dex Media Inc), Credit Agreement (Dex Media East LLC)

Commitments. Subject to the terms and conditions set forth herein: (a) the 2018 Term Lenders agree to make, each Lender agrees to make Revolving on the Repricing Effective Date, 2018 Term Loans to the Borrowers Borrower in an aggregate principal amount of $373,437,500, subject to the terms and conditions set forth in the First Amendment; (b) each Revolving Facility Lender agrees from time to time during the Revolving Availability Period to make Revolving Facility Loans of a Class in U.S. Dollars to the Borrower from its U.S. Lending Office in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment of such Class; (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (iic) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedeach Lender having an Incremental Term Loan Commitment agrees, subject to the Administrative Agent’s authority, terms and conditions set forth in its sole discretionthe applicable Incremental Assumption Agreement, to make Agent Advances pursuant Incremental Term Loans to the terms of Section 2.04(d). Within Borrower to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment; and (d) within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans. Amounts repaid in respect of Term B Loans may not be reborrowed.

Appears in 2 contracts

Sources: First Lien Credit Agreement, First Amendment to First Lien Credit Agreement (Exela Technologies, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein (including clause (c) below), each Initial Term Lender severally, and not jointly, agrees to make an Initial Term Loan to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Term Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment. (c) Subject to the terms and conditions set forth herein, each the Amendment No. 1 Additional Lender agrees to make Revolving Loans an Additional Initial Term Loan to the Borrowers from time to time during Borrower on the Availability Period Amendment No. 1 Effective Date in an aggregate Dollars in a principal amount that will not result to exceed its Additional Initial Term Commitment. The Additional Initial Term Loans shall initially take the form of a pro rata increase in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, each outstanding Borrowing of Initial Term Loans immediately prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing BaseAmendment No. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.1

Appears in 2 contracts

Sources: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender agrees to make Term B Loans to the Borrower on the Closing Date in a principal amount not to exceed its Term B Loan Commitment; (b) each Lender agrees to make Revolving Facility Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orCommitments; provided, until delivery that the aggregate principal amount of Revolving Facility Loans made on the Post-Closing Reports to the Administrative Agent, Date shall not exceed $340 10.0 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect plus any amount necessary to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on fund any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances working capital adjustment pursuant to the terms of Section 2.04(d)Purchase Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans; and (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts borrowed under Section 2.01(a) or Section 2.01(c) and repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Verso Paper Holdings LLC), Credit Agreement (Verso Sartell LLC)

Commitments. Subject to the terms and conditions set forth herein: (a) on the Fifth Amendment Agreement Effective Date, certain Lenders made Term B-1 Loans in Dollars to the Borrower in an aggregate principal amount equal to $3,553,694,684.53. (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts borrowed under Section 2.01(a) or (c) that are repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: Incremental Assumption and Amendment Agreement (ADT Inc.), First Lien Credit Agreement (ADT, Inc.)

Commitments. (a) Subject to the terms and conditions set forth hereinherein and in Amendment No. 2, (i) each Initial Term A Lender severally, and not jointly, agrees to make initial term A loans to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Amendment No. 2 Closing Date in Dollars in a principal amount not to exceed its Initial Term A Loan Commitment, (ii) each Initial Term B Lender severally, and not jointly, agrees to make Replacement Term B Loans (as defined in Amendment No. 1) to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the 2018 Replacement Term B Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers (or any Borrower) in Dollars or any applicable Alternate Currency at any time and from time to time during on and after the Availability Period Amendment No. 2 Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Term A Loans and Initial Term B Loans may not be re-borrowed. (b) Subject to the terms and conditions expressly set forth herein and in Amendment No. 2, each Delayed Draw Term A Lender severally agrees to make to the Borrowers on any Business Day during the period from the Business Day immediately following the Amendment No. 2 Closing Date through the Delayed Draw Term A Commitment Termination Date (such period, the “Delayed Draw Term Loan Availability Period”) one or more Borrowings denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Delayed Draw Term A Lender’s Delayed Draw Term A Commitment. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be re-borrowed. Each Borrowing consisting of a Borrowing of Delayed Draw Term A Loans made on the applicable Delayed Draw Term A Loan Funding Date shall be in a minimum principal amount of $5,000,000 and in increments of $1,000,000 in excess thereof. (c) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrowers, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment (it being understood and agreed, as described in the definition of the term “Class” set forth herein that, upon the funding of any Delayed Draw Term A Loans hereunder, such Delayed Draw Term A Loans and the other Term A Loans shall constitute a single Class of Term A Loans hereunder).

Appears in 2 contracts

Sources: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender with a Term B Loan Commitment agrees to make Term B Loans in Dollars to the Borrowers on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment, (b) each Lender with a Revolving Facility Commitment of a Class agrees to make Revolving Facility Loans of such Class to the Borrowers from time to time during the Availability Period for such Class of Revolving Facility in Dollars in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) under such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making Class of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans; (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment; (d) amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed.

Appears in 2 contracts

Sources: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp), First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans Loans”) to the Borrowers Borrower in Dollars at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Initial Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, Revolving Loans may consist of ABR Loans, Term Benchmark Loans (or, if after the Borrowers effectiveness of a Benchmark Replacement, RFR Loans), or a combination thereof, and may borrowbe borrowed, prepay paid, repaid and reborrow Revolving Loansreborrowed. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment.

Appears in 2 contracts

Sources: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees (A) to make term loans (the “Tranche B-1 Term Loans” to the Term Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Tranche B-1 Commitment, (B) to make term loans (the “Tranche B-2 Term Loans”) to the Term Borrowers on the Closing Date in Euros in a principal amount not to exceed its Tranche B-2 Commitment and (C) to make term loans (the “Tranche B-3 Term Loans”) to the Term Borrowers on the Closing Date in Canadian Dollars in a principal amount not to exceed its Tranche B-3 Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans Loans”) to the Revolving Borrowers in Dollars or any Alternate Currency as may be requested by a Revolving Borrower, at any time and from time to time during on and after the Availability Period Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided, that, after giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Initial Revolving Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, Revolving Loans may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. Subject to the terms and conditions set forth hereinherein and in the relevant Ancillary Documents, any Initial Revolving Lender (directly or through one or more of its Affiliates or branches) may make one or more Ancillary Facilities available to any Revolving Borrower in place of all or a portion of its Initial Revolving Credit Commitment. For the Borrowers may borrowavoidance of doubt, prepay any reference to a Loan or Letter of Credit or outstanding amounts in respect thereof shall not include any utilization of any Ancillary Facility. (b) Subject to the terms and reborrow Revolving Loansconditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Applicable Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment.

Appears in 2 contracts

Sources: Credit Agreement (NIQ Global Intelligence LTD), Credit Agreement (NIQ Global Intelligence LTD)

Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess Dollar Amount of the Availability on one total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or more occasions(iii) subject to Sections 2.04 and 2.11(b), but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits Dollar Amount of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedForeign Currency Sublimit, subject (b) each Term A Lender with an Initial Term Loan A Commitment agrees to make an Initial Term A Loan to the Borrower in Dollars on the Closing Date, in an amount equal to such Lender’s Term Loan A Commitment by making immediately available funds available to the Term Loan A/Revolver Administrative Agent’s authoritydesignated account, not later than the time specified by the Term Loan A/Revolver Administrative Agent and (c) each Term B Lender with an Initial Term Loan B Commitment agrees to make an Initial Term B Loan to the Borrower in Dollars on the Closing Date, in its sole discretion, an amount equal to make Agent Advances pursuant such Lender’s Term Loan B Commitment by making immediately available funds available to the terms of Section 2.04(d)Term Loan B Administrative Agent’s designated account, not later than the time specified by the Term Loan B Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers each Borrower in Dollars or any Optional Currency other than Yen from time to time during the Availability Period in an aggregate principal amount that will not result in so long as, after giving effect thereto, (i) such Lender’s 's Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding will not exceed such Lender’s Revolving Facility Commitment (or's Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the Revolving Facility Credit Exposure exceeding sum of the total Revolving Facility Commitments or, until delivery Credit Exposures will not exceed the sum total of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (i) Subject to the terms and conditions set forth herein, the Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their Yen Commitments, to each Borrower from time to time during the Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the outstanding Yen Loans made by any Yen Fronting Lender will not exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Yen Loans. (ii) If any Event of Default shall occur and be continuing, any Yen Fronting Lender may by written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate amount of Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the applicable Borrower (or other party on behalf of the applicable Borrower) in respect of such Loan after receipt by the Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Borrower of its obligations in respect of the payment thereof. From and after such purchase, (A) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (B) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Yen Loan was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is continuing.

Appears in 2 contracts

Sources: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrowers Borrower in Dollars at any time and from time to time during on and after the Availability Period Restatement Effective Date, and until the earlier of the 2024 Refinancing Revolving Credit Maturity Date and the termination of the 2024 Refinancing Revolving Credit Commitment of such Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of 2024 Refinancing Revolving Loans, the Outstanding Amount of such 2024 Refinancing Revolving Lender’s 2024 Refinancing Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such 2024 Refinancing Revolving Lender’s 2024 Refinancing Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Revolving Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment.

Appears in 2 contracts

Sources: Second Amended and Restated First Lien Credit Agreement (Shift4 Payments, Inc.), First Lien Credit Agreement (Shift4 Payments, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers each Borrower in Dollars or any Optional Currency other than Yen from time to time during the Availability Period in an aggregate principal amount that will not result in so long as, after giving effect thereto, (i) such Lender’s 's Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding will not exceed such Lender’s Revolving Facility Commitment (or's Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding sum of the total Revolving Facility Commitments or, until delivery Credit Exposures will not exceed the sum total of the Post-Closing Reports to the Administrative Agent, $340 million, or Commitments and (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated will not cause TWEAN to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)TWEAN Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. TWEAN shall be permitted to borrow in Dollars only. (i) Subject to the terms and conditions set forth herein, the Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their Yen Commitments, to each Yen Borrower from time to time during the Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the outstanding Yen Loans made by any Yen Fronting Lender will not exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Yen Borrower may borrow, prepay and reborrow Yen Loans. (ii) If any Event of Default shall occur and be continuing, any Yen Fronting Lender may by written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate amount of Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Yen Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the applicable Yen Borrower (or other party on behalf of the applicable Yen Borrower) in respect of such Loan after receipt by the Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Yen Borrower of its obligations in respect of the payment thereof. From and after such purchase, (i) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (ii) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Yen Loan was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is continuing.

Appears in 2 contracts

Sources: Credit Agreement (Aol Time Warner Inc), Credit Agreement (Aol Time Warner Inc)

Commitments. Subject to the terms and conditions and relying upon the representations and warranties set forth herein: (a) each Term Lender agrees, severally and not jointly, to (i) make an Initial Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the initial amount of such Term Lender’s Term Loan Commitment (if any), (ii) make a 2018 Incremental Term Loan to the Borrower on the First Incremental Amendment Date in a principal amount not to exceed its 2018 Incremental Term Loan Commitment (if any), (iii) make a 2020 Incremental Term Loan to the Borrower on the Third Incremental Amendment Date in a principal amount not to exceed its 2020 Incremental Term Loan Commitment (if any) and (iv) make a 2021 Incremental Term Loan to the Borrower on the Sixth Amendment Effective Date in a principal amount not to exceed its 2021 Incremental Term Loan Commitment (if any); (b) each Revolving Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time during on and after the Availability Period Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender▇▇▇▇▇▇’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Commitment; provided that Revolving Loans shall only be made to the Administrative Agent of Borrower on the Post-Closing ReportsDate (a) in an amount not to exceed $10,000,000 to fund (i) the consideration for the Acquisition and Transaction Expenses, such Lender’s Pro Rata Share of $340 million), or (ii) any original issue discount or upfront fees required to be funded on the Revolving Facility Credit Exposure exceeding Closing Date (including in connection with the total Revolving Facility Commitments or, until delivery issuance of the Post-Closing Reports to the Administrative Agent, $340 million, or 2025 Unsecured Notes) and (iii) such Lender’s Revolving Facility working capital, and (b) to cash collateralize letters of credit outstanding under the Existing Credit Exposure exceeding such Lender’s Pro Rata Share Agreements; and (c) each 2021 Extending Term Lender acknowledges that all of the Borrowing BaseInitial Term Loans held by such 2021 Extending Lender on the Sixth Amendment Effective Date were converted into 2021 Extended Term Loans as further set forth in the Sixth Amendment. The Lenders, however, Amounts repaid or prepaid in their unanimous discretion, respect of Term Loans may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall not be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)reborrowed. Within the foregoing limits set forth in clause (b) above and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, repay or prepay and reborrow Revolving Loans.

Appears in 1 contract

Sources: Credit Agreement (Surgery Partners, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, each Lender (i) having an Initial Term Loan Commitment described in clause (i) of the definition thereof agrees, severally and not jointly, to make Loans to the Borrower denominated in Dollars in a single draw on the Funding Date and (ii) an Initial Term Loan Commitment described in clause (ii) of the definition thereof agrees, severally and not jointly, to make Loans to the Borrower denominated in Dollars in a single draw on the Refinancing Amendment Effective Date, in each case, in an aggregate principal amount not to exceed its Initial Term Loan Commitment (the Loans made pursuant to this Section 2.01(a) being the “Initial Term Loans”). Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, and relying upon the representations and warranties set forth herein, (i) each Lender agrees having a 2025 Revolving Credit Commitment agrees, severally and not jointly, to make 2025 Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time time, on any Business Day during the Availability Period period from and including the Funding Date until the 2025 Revolving Facility Maturity Date, in an aggregate principal outstanding amount not to exceed at any time the amount of the 2025 Revolving Credit Commitment; provided that will on or prior to the Closing Date the aggregate Outstanding Amount of Revolving Credit Loans that are borrowed to fund the Special Distribution and pay any fees and expenses in connection with the Transactions shall not result in exceed the Closing Date Revolving Available Amount; provided, further, that after giving effect to any 2025 Revolving Credit Borrowing (i) and the application of proceeds thereof), the aggregate Outstanding Amount of the 2025 Revolving Credit Loans of any Lender, plus such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding L/C Exposure, plus such Lender’s Revolving Facility Commitment (orSwing Line Exposure, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, shall not exceed such Lender’s Pro Rata Share of $340 million2025 Revolving Credit Commitment (the Revolving Credit Loans made pursuant to this Section 2.01(b)(i), or being the “2025 Revolving Credit Loans”) and (ii) each Lender having a 2027 Revolving Credit Commitment agrees, severally and not jointly, to make 2027 Revolving Credit Loans denominated in Dollars to the Borrower from time to time, on any Business Day during the period from and including the Extension Amendment No. 1 Effective Date until the 2027 Revolving Facility Credit Exposure exceeding Maturity Date, in an aggregate outstanding amount not to exceed at any time the total Revolving Facility Commitments or, until delivery amount of the Post-Closing Reports 2027 Revolving Credit Commitment; provided, that after giving effect to any 2027 Revolving Credit Borrowing (and the Administrative Agentapplication of proceeds thereof), $340 millionthe aggregate Outstanding Amount of the 2027 Revolving Credit Loans of any Lender, or (iii) plus such Lender’s Revolving Facility Credit Exposure exceeding L/C Exposure, plus such Lender’s Pro Rata Share of the Borrowing Base. The LendersSwing Line Exposure, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to not exceed such limits on any other occasion. If ▇▇▇▇▇▇’s 2027 Revolving Credit Commitment (the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances made pursuant to this Section 2.01(b)(ii), being the terms of Section 2.04(d“2027 Revolving Credit Loans”). Within the foregoing limits of each 2025 Revolving Credit Lender’s 2025 Revolving Credit Commitment, the limits of each 2027 Revolving Credit Lender’s 2027 Revolving Credit Commitment, and subject to the other terms and conditions set forth hereinhereof, the Borrowers Borrower may borrow, prepay and reborrow 2025 Revolving Credit Loans and/or 2027 Revolving Credit Loans. Revolving Credit Loans may be ABR Loans, Eurodollar Loans or SOFR Loans as further provided herein. Each borrowing of Revolving Credit Loans shall be allocated pro rata among the 2025 Revolving Credit Facility and the 2027 Revolving Credit Facility; provided that, following the 2025 Revolving Facility Maturity Date, all Revolving Credit Loans will be made by the 2027 Revolving Credit Lenders in accordance with their Pro Rata Shares.

Appears in 1 contract

Sources: Refinancing Amendment to Credit Agreement (Altice USA, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender with a Term A Loan Commitment on the Restatement Effective Date agrees to make a Term A Loan denominated in Dollars to the Borrowers on the Restatement Effective Date in a principal amount equal to its Term A Loan Commitment; (b) each Lender with a Term B Loan Commitment on the Restatement Effective Date agrees to make a Term B Loan denominated in Dollars to the Borrowers on the Restatement Effective Date in a principal amount equal to its Term B Loan Commitment; (c) each Lender agrees to make Revolving Facility Loans denominated in Dollars of a Class to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow amounts under the Revolving Facility Loans; and (d) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans denominated in Dollars to the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.

Appears in 1 contract

Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Commitments. Subject to the terms and conditions set forth herein: (a) on the Tenth Incremental Assumption and Amendment Agreement Effective Date, certain Lenders agreed to make 2021 Refinancing Term B-1 Loans in Dollars to the Borrower in an aggregate principal amount equal to $2,778,900,000, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrowers Borrower and each applicable Co-Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower and each Co-Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower and/or any Co-Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts borrowed under Section 2.01(a) or (c) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: Incremental Assumption and Amendment Agreement (ADT Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share Applicable Percentage of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect an amount equal to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of (A) the Borrowing Base or to be obligated to exceed Amount in effect at such limits on any other occasion. If time minus (B) the sum of (1) the outstanding Term Loans at such time, (2) the Other Revolving Facility Credit Exposure exceeds Exposures at such time and (3) the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until Additional Senior Debt at such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. (b) Notwithstanding anything herein to the contrary (including the provisions contained in Sections 6.01(c) and 9.19), if there is more than one Class of Revolving Commitments and Other Revolving Commitments outstanding at any time, then (a) borrowings and prepayments (but not repayments at maturity) of borrowings under all such Commitments shall be made pro rata among the Lenders holding such Commitments (based on the respective amounts of the Revolving Commitments and Other Revolving Commitments held by such Lenders) and (b) each Class of Revolving Commitments and Other Revolving Commitments (and the terms of the Revolving Loans and Other Revolving Loans made pursuant to such Commitments) will be treated substantially the same as one another; provided, however, that (i) the commitment fees, letter of credit fees and other similar fees payable in respect thereof and the interest rates payable in respect of the Loans made pursuant thereto need not be the same, (ii) the maturity date and commitment periods in respect thereof need not be the same, (iii) the Borrower may Refinance all or any portion of any Class of Revolving Commitments or Other Revolving Commitments (and prepay or otherwise Refinance the Loans and other extensions of credit outstanding thereunder) pursuant to Section 6.01(a)(i) without Refinancing any other Class of Revolving Commitments or Other Revolving Commitments (or the Loans and other extensions of credit outstanding thereunder) and (iv) the Administrative Agent may, with the consent of the Borrowing Base Agent (which consent shall not be unreasonably withheld), permit other differences in the terms thereof that would otherwise be permitted by Section 6.01(c) or 9.19 (as applicable), including to address the treatment of Letters of Credit and Swingline Loans to be made available thereunder.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, each Lender and not jointly, agrees to make Revolving Initial Term Loans to the Borrowers Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. (ii) each Initial Delayed Draw Term Lender severally, and not jointly, agrees to make Initial Delayed Draw Term Loans to the Borrower in Dollars in a principal amount not to exceed its Initial Delayed Draw Term Loan Commitment at any time and from time to time during on and after the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for Closing Date, and until the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Initial Delayed Draw Term Loan Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing BaseExpiration Date. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving funded Initial Delayed Draw Term Loans and Initial Term Loans are the issuance same Class of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject Term Loans for purposes under this Agreement. (b) Subject to the terms and conditions set forth hereinof this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Additional Term Loans of such Class to the Borrower, which Additional Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Borrowers Additional Term Commitment of such Lender or Additional Lender for such Class on the respective date of borrowing of such Additional Term Loans. Amounts repaid or prepaid in respect of such Additional Term Loans may borrow, prepay and reborrow Revolving Loansnot be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Hillman Companies Inc)

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly: (a) to make a Term Loan (other than Additional Term Loans and New Term Loans) to Borrower on the Closing Date in the principal amount not to exceed its Term Loan Commitment on such date; (b) to make Revolving Loans to the Borrowers Borrower, at any time and from time to time during on or after the Availability Period Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s 's Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect 's Revolving Commitment; (c) to make Revolving Additional Term Loans to Borrower on the First Amendment Effectiveness Date or issue or arrange to have issued Letters of as otherwise previously required by the Restated Credit Agreement in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated principal amount not to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse its Additional Term Loan Commitment; and (d) to make a New Term Loan to Borrower on a single date after the Amendment Effectiveness Date but no later than December 15, 2005 in the principal amount not to exceed its New Term Loan Commitment. Amounts paid or otherwise restrict the making prepaid in respect of Revolving Term Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)may not be reborrowed. Within the foregoing limits set forth in clause (b) above and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Commitments. Subject to the terms and conditions set forth herein: (a) on the Effective Date, the November 2017 Refinancing Term B Lenders made November 2017 Refinancing Term B Loans to the Borrower in an aggregate principal amount of $993,762,492.19 subject to the terms and conditions in the Third Incremental Assumption and Amendment Agreement. (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Hostess Brands, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Revolving Facility Lender with a Revolving Facility Commitment in respect of the applicable Class severally agrees to make in Dollars (or any Alternate Currency) Revolving Facility Loans (including Incremental Revolving Loans) of such Class in Dollars (or any Alternate Currency) to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) after giving effect to any application of proceeds of such Revolving Facility Loans pursuant to Section 2.10, the sum of (A) the aggregate principal Dollar Equivalent amount of such Lender’s Revolving Facility Credit Loans of such Class outstanding at such time plus (B) the Swingline Exposure of such Lender applicable to such Class at such time plus (except for the Administrative Agent with respect to Agent AdvancesC) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent Percentage of the Post-Closing ReportsRevolving L/C Exposure applicable to such Class then outstanding exceeding such ▇▇▇▇▇▇’s Revolving Facility Commitment of such Class, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, such Class or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share the Dollar Equivalent of the Borrowing Base. The LendersLoan Obligations due, howeverowing or incurred in any Alternate Currency exceeding, in their unanimous discretionaggregate, may elect to make Revolving Loans or issue or arrange to have issued Letters 50% of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(dCommitments (“Alternate Currency Sublimit”). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans; and (b) each Lender having a commitment to make Extended Revolving Loans or Replacement Revolving Loans, in each case, of any Class, severally agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make such Extended Revolving Loans or Replacement Revolving Loans.

Appears in 1 contract

Sources: Credit Agreement (Apollo Asset Management, Inc.)

Commitments. Subject to the terms and conditions set forth herein: (a) on the Ninth Incremental Assumption and Amendment Agreement Effective Date, the 2019 Refinancing Term B-1 Lenders agreed to make 2019 Refinancing Term B-1 Loans in Dollars to the Borrower in an aggregate principal amount equal to $3,110,000,000, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and (e) amounts borrowed under Section 2.01(a) or (c) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: Incremental Assumption and Amendment Agreement (ADT Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers any Revolving Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender▇▇▇▇▇▇’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender▇▇▇▇▇▇’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the sum of the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Revolving Borrowers may borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make Term Loans (other than Incremental Term Loans) to the Term Loan Borrower on the Closing Date in Dollars and in the principal amount requested by the Term Loan Borrower in accordance with Section 2.03 so long as such requested amount does not result in (i) the aggregate principal amount of the Term Loans made by such Term Loan Lender exceeding its Term Loan Commitment or (ii) the aggregate principal amount of all Term Loans made by the Term Loan Lenders exceeding the total Term Loan Commitments. The Term Loans (other than Incremental Term Loans) may only be incurred on the Closing Date and any portion of the Term Loans that is repaid may not be reborrowed.

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Cooper Companies, Inc.)

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, (A) each Tranche A U.S. Facility Lender with a Tranche A U.S. Facility Commitment severally agrees to make Revolving Loans to the U.S. Borrowers (on a joint and several basis as between the U.S. Borrowers), at any time and from time to time during the Availability Period Commitment Period, a revolving credit loan or revolving credit loans (each a “Tranche A U.S. Facility Revolving Credit Loan” and, collectively, the “Tranche A U.S. Facility Revolving Credit Loans”) in an aggregate principal amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment and (B) each Tranche A-1 U.S. Facility Lender with a Tranche A-1 U.S. Facility Commitment severally agrees to make to the U.S. Borrowers (on a joint and several basis as between the U.S. Borrowers), at any time and from time to time during the Commitment Period, a revolving credit loan or revolving credit loans (each a “Tranche A-1 U.S. Facility Revolving Credit Loan” and, collectively, the “Tranche A-1 U.S. Facility Revolving Credit Loans”, and together with the Tranche A U.S. Facility Revolving Credit Loans, the “U.S. Facility Revolving Credit Loans”) in an aggregate principal amount equal to such Tranche A-1 U.S. Facility Lender’s Tranche A-1 U.S. Facility Commitment; provided that: (i) no Tranche A U.S. Facility Lender shall have any obligations to make a Tranche A U.S. Facility Revolving Credit Loan to the extent that will not such Tranche A U.S. Facility Revolving Credit Loan would result in (A) the Tranche A U.S. Facility Lender Exposure of such Tranche A U.S. Facility Lender exceeding its Tranche A U.S. Facility Commitment or (B) the Aggregate Tranche A U.S. Borrower Credit Extensions exceeding the Tranche A U.S. Borrowing Base; (ii) no Tranche A-1 U.S. Facility Lender shall have any obligations to make a Tranche A-1 U.S. Facility Revolving Credit Loan to the extent that such Tranche A-1 U.S. Facility Revolving Credit Loan would result in (A) the Tranche A-1 U.S. Facility Lender Exposure of such Tranche A-1 U.S. Facility Lender exceeding its Tranche A-1 U.S. Facility Commitment or (B) the Aggregate Tranche A-1 U.S. Borrower Credit Extensions exceeding the Tranche A-1 U.S. Borrowing Base; and (iii) except for Agent Advances pursuant to subsection 2.1(d) and Mandatory Revolving Loan Borrowings pursuant to subsection 2.4(c), all U.S. Facility Revolving Credit Loans made hereunder (x) shall be made as Tranche A-1 U.S. Facility Revolving Credit Loans unless and until the aggregate outstanding principal amount of U.S. Facility Revolving Credit Loans equals the lesser of (1) the Tranche A-1 U.S. Facility Commitments and (2) the Tranche A-1 U.S. Borrowing Base, and (y) thereafter, shall be made as Tranche A U.S. Facility Revolving Credit Loans. A single Borrowing Request may consist of both Tranche A U.S. Facility Revolving Credit Loans and Tranche A-1 U.S. Facility Revolving Credit Loans. Such U.S. Facility Revolving Credit Loans shall be made in Dollars and may from time to time be (i) such Lender’s Revolving Facility Credit Exposure ABR Loans, (except for ii) Eurocurrency Loans or (iii) a combination thereof, as determined by the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date. (b) Subject to the terms and conditions hereof, (A) each Tranche A Canadian Facility Lender with a Tranche A Canadian Facility Commitment severally agrees to make to (i) the Canadian Borrower and (ii) the U.S. Borrowers (on a joint and several basis as between the U.S. Borrowers with respect to such revolving credit loans made to the U.S. Borrowers), at any time and from time to time during the Commitment Period, a revolving credit loan or revolving credit loans (each a “Tranche A Canadian Facility Revolving Credit Loan” and, collectively, the “Tranche A Canadian Facility Revolving Credit Loans”) in an aggregate principal amount equal to such Tranche A Canadian Facility Lender’s Tranche A Canadian Facility Commitment and (B) each Tranche A-1 Canadian Facility Lender with a Tranche A-1 Canadian Facility Commitment severally agrees to make to the Canadian Borrower, at any time and from time to time during the Commitment Period, a revolving credit loan or revolving credit loans (each a “Tranche A-1 Canadian Facility Revolving Credit Loan” and, collectively, the “Tranche A-1 Canadian Facility Revolving Credit Loans”, and together with the Tranche A Canadian Facility Revolving Credit Loans, the “Canadian Facility Revolving Credit Loans”) in an aggregate principal amount equal to such Tranche A-1 Canadian Facility Lender’s Tranche A-1 Canadian Facility Commitment; provided that: (i) no Tranche A Canadian Facility Lender shall have any obligations to make a Tranche A Canadian Facility Revolving Credit Loan to the extent that such Tranche A Canadian Facility Revolving Credit Loan would result in (A) the Tranche A Canadian Facility Lender Exposure of such Tranche A Canadian Facility Lender exceeding the Dollar Equivalent of its Tranche A Canadian Facility Commitment, (B) in the case of Tranche A Canadian Facility Revolving Credit Loans made to the Canadian Borrower, the Aggregate Tranche A Canadian Borrower Credit Extensions exceeding the sum of (a) the Dollar Equivalent of the PostTranche A Canadian Borrowing Base plus (b) the difference, if positive, between the Tranche A U.S. Borrowing Base and the Aggregate Tranche A U.S. Facility Extensions or (C) in the case of Tranche A Canadian Facility Revolving Credit Loans made to the U.S. Borrowers, the Aggregate Tranche A U.S. Borrower Credit Extensions exceeding the Tranche A U.S. Borrowing Base; (ii) no Tranche A-1 Canadian Facility Lender shall have any obligations to make a Tranche A-1 Canadian Facility Revolving Credit Loan to the extent that such Tranche A-1 Canadian Facility Revolving Credit Loan would result in (A) the Tranche A-1 Canadian Facility Lender Exposure of such Tranche A-1 Canadian Facility Lender exceeding the Dollar Equivalent of its Tranche A-1 Canadian Facility Commitment or (B) the Aggregate Tranche A-1 Canadian Borrower Credit Extensions exceeding the Dollar Equivalent of the Tranche A-1 Canadian Borrowing Base; and (iii) except for Agent Advances pursuant to subsection 2.1(d), all Canadian Facility Revolving Credit Loans hereunder made to the Canadian Borrower (x) shall be made as Tranche A-1 Canadian Facility Revolving Credit Loans unless and until the aggregate outstanding principal amount of Canadian Facility Revolving Credit Loans equals the lesser of (1) the Tranche A-1 Canadian Facility Commitments and (2) the Tranche A-1 Canadian Borrowing Base, and (y) thereafter, shall be made as Tranche A Canadian Facility Revolving Credit Loans. Canadian Facility Revolving Credit Loans made under subsection 2.1(b)(A)(ii) shall be made as Tranche A Canadian Facility Revolving Credit Loans. A single Borrowing Request may consist of both Tranche A Canadian Facility Revolving Credit Loans and Tranche A-1 Canadian Facility Revolving Credit Loans. Such Canadian Facility Revolving Credit Loans shall be denominated in Canadian Dollars or in Dollars and may from time to time be (x) in the case of the Canadian Facility Revolving Credit Loans denominated in Canadian Dollars (in the case of the Canadian Borrower) and in Dollars (in the case of the U.S. Borrowers), (i) ABR Loans, (ii) BA Equivalent Loans or (iii) a combination thereof, and (y) in the case of the Canadian Facility Revolving Credit Loans denominated in Dollars, (i) ABR Loans, (ii) Eurocurrency Loans or (iii) a combination thereof, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Loan shall be made as a Eurocurrency Loan or BA Equivalent Loan after the day that is one month prior to the Maturity Date. (c) Notwithstanding anything to the contrary in subsection 2.1(a) or 2.1(b) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Tranche A U.S. Borrowing Base and/or the Tranche A Canadian Borrowing Base, as applicable, including reserves with respect to (i) sums that the respective Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the respective Borrowers or, without duplication, their respective Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Canadian Priority Payables, Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided that the Administrative Agent shall have provided the Borrower Representative at least five Business Days’ prior written notice of any such establishment and provided, further, that the Administrative Agent may only establish an Availability Reserve after the date hereof based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the Closing Date. The amount of any Availability Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed Availability Reserve, and the applicable Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts,” “Eligible Credit Card Receivables,” “Eligible Inventory,” “Eligible In-Transit Inventory,” or “Eligible Letter of Credit Inventory,” as the case may be, and vice versa, or reserves or criteria deducted in computing the Value of Eligible Inventory, Eligible In-Transit Inventory or Eligible Letter of Credit Inventory, as the case may be, or the Net Orderly Liquidation Value of Eligible Inventory, Eligible In-Transit Inventory or Eligible Letter of Credit Inventory, as the case may be, and vice versa. In addition to the foregoing, the Administrative Agent shall have the right, subject to subsection 7.6, to have the Loan Parties’ Inventory reappraised by a qualified appraisal company selected by the Administrative Agent from time to time after the Closing ReportsDate for the purpose of redetermining the Net Orderly Liquidation Value of the Eligible Inventory, such Lender’s Pro Rata Share Eligible In-Transit Inventory and Eligible Letter of $340 millionCredit Inventory and, as a result, redetermining the Tranche A U.S. Borrowing Base, the Tranche A-1 U.S. Borrowing Base, the Tranche A Canadian Borrowing Base or the Tranche A-1 Canadian Borrowing Base. (d) In the event the U.S. Borrowers are, or the Canadian Borrower is, as applicable, unable to comply with (i) the borrowing base limitations set forth in subsection 2.1(a) or 2.1(b), as applicable, or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports conditions precedent to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and or the issuance of Letters of Credit set forth in Section 6, (x) the U.S. Facility Lenders authorize the Administrative Agent, for the account of the U.S. Facility Lenders, to make U.S. Facility Revolving Credit Loans to the U.S. Borrowers and (y) the Canadian Facility Lenders authorize the Administrative Agent (acting through its Canada branch), for the account of the Canadian Facility Lenders, to make Canadian Facility Revolving Credit Loans to the Canadian Borrower, which, in each case, shall be made (1) in the case of any U.S. Facility Revolving Credit Loan to the U.S. Borrowers, as Tranche A U.S. Facility Revolving Credit Loans and (2) in the case of any Canadian Facility Revolving Credit Loan to the Canadian Borrower, as Tranche A Canadian Facility Revolving Credit Loans, and which, in each case, may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Borrowing Request requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower is again able to comply with the limitations in the Borrowing Base and the conditions precedent to the making of Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders determine until instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). (e) The Administrative Agent shall not make any Agent Advance (A) in the case of Agent Advances made to the Canadian Borrower, (I) to the extent that at such excess has been eliminatedtime the amount of such Agent Advance, when added to the aggregate outstanding amount of all other Agent Advances made to the Canadian Borrower at such time, would exceed 5.0% of the Tranche A Canadian Borrowing Base as then in effect or (II) to the extent that at such time the amount of such Agent Advance when added to the Aggregate Tranche A Canadian Facility Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Aggregate Tranche A Canadian Facility Commitment at such time, or (B) in the case of Agent Advances made to the U.S. Borrowers, (I) when added to the aggregate outstanding amount of all other Agent Advances made to the U.S. Borrowers at such time, would exceed 5.0% of the Tranche A U.S. Borrowing Base at such time or (II) to the extent that at such time the amount of such Agent Advance when added to the Aggregate Tranche A U.S. Facility Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Aggregate Tranche A U.S. Facility Commitment at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent’s authority, Agent in its sole discretion, discretion to make the extent the Administrative Agent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of Section 2.04(d)any Loan Document, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. Within At any time that the foregoing limits and subject to the terms and conditions precedent set forth hereinin subsection 6.2 have been satisfied or waived, the Borrowers Administrative Agent may borrowrequest the applicable Lenders to make a Loan to repay an Agent Advance. At any other time, prepay and reborrow Revolving Loansthe Administrative Agent may require the applicable Lenders to fund their risk participations described in subsection 2.1(f) or 2.1(g) below. (f) Upon the making of an Agent Advance by the Administrative Agent (whether before or after the occurrence of a Default or an Event of D

Appears in 1 contract

Sources: Abl Credit Agreement (Veritiv Corp)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender with a Term B Loan Commitment agrees to make Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment; (b) each Lender with a Term B-1 Loan Commitment on the Second Amendment Effective Date agrees to make Term B-1 Loans in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate principal amount not to exceed its Term B-1 Loan Commitment; (c) (b) each Lender with a Revolving Facility Commitment of a Class agrees to make Revolving Facility Loans of such Class to the Borrowers Borrower from time to time during the Availability Period for such Class of Revolving Facility in Dollars and each Alternate Currency in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) under such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making Class of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans.;

Appears in 1 contract

Sources: Incremental Assumption Agreement and Second Amendment to Credit Agreement (Playtika Holding Corp.)

Commitments. Subject to the terms and conditions set forth herein, (a)(i) subject to the terms and conditions set forth in the Fifth Amendment, each Initial Term Lender agrees to make (or is deemed to make) an Initial Term Loan denominated in dollars to the Borrower on the Fifth Amendment Effective Date in a principal amount not exceeding its Initial Term Commitment and, (ii) subject to the terms and conditions set forth in the Fifth Amendment, each Fourth Amendment Term Lender agrees to make a Fourth Amendment Term Loan denominated in dollars to the Borrower on the Fifth Amendment Effective Date in a principal amount not exceeding its Fourth Amendment Term Commitment and (iii) subject to the terms and conditions set forth in the Sixth Amendment, each Sixth Amendment Term Lender agrees to make a Sixth Amendment Term Loan denominated in dollars to the Borrower on the Sixth Amendment Effective Date in a principal amount not exceeding its Sixth Amendment Term Commitment and (b) subject to the terms and conditions set forth in the Fourth Amendment, each Revolving Lender agrees to make Revolving Loans denominated in dollars or a Permitted Foreign Currency to the Borrowers Borrower from time to time time, in each case during the Revolving Availability Period Period, in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Facility Credit Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that aggregate principal amount of Revolving Loans made on the Fourth Amendment Effective Date to finance the Fourth Amendment Acquisition and the Target Debt Refinancing (except for as defined in the Administrative Agent Fourth Amendment) shall not exceed $75,000,000 (other than up to $10,000,000 to cash collateralize or provide credit support with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery existing letters of credit or similar instruments outstanding on the Fourth Amendment Effective Date under facilities no longer available to the Administrative Agent Target (as defined in the Fourth Amendment) or its subsidiaries as of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 millionFourth Amendment Effective Date), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, Term Loans may elect to make Revolving be ABR Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasionsTerm Benchmark Loans, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)further provided herein. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Resideo Technologies, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Dollar Lender agrees to make Revolving Loans to the Borrowers Borrower denominated in Dollars (each such Loan, a “Dollar Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for under the Administrative Agent with respect to Agent Advances) Dollar Commitments exceeding such Lender’s Revolving Facility Dollar Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Dollar Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Euro Lender agrees to make Revolving Loans to the Borrower denominated in Euros (each such Loan, a “Euro Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Euro Revolving Loans exceeding such Lender’s Euro Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Euro Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Euro Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Sterling Lender agrees to make Revolving Loans to the Borrower denominated in Sterling (each such Loan, a “Sterling Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Sterling Revolving Loans exceeding such Lender’s Sterling Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Sterling Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Sterling Revolving Loans. (d) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Revolving Loans to the Borrower denominated in Yen (each such loan, a “Yen Revolving Loan”) from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Yen Revolving Loans exceeding such Lender’s Yen Commitment, (ii) the total Revolving Credit Exposures exceeding the total Dollar Commitments or (iii) the Dollar Amount of Yen Revolving Loans exceeding the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Yen Revolving Loans. (e) The Borrower may, from time to time, elect to increase the Dollar Commitments hereunder on a non-pro rata basis in an aggregate amount up to $200,000,000; provided that (i) no Default or Event of Default has occurred and is continuing, (ii) each Lender which provides any portion of such increase (an “Increasing Lender”) must be reasonably satisfactory to the Administrative Agent, (iii) no Lender shall have Commitments in excess of 20% of the total Commitments, unless approved by the Borrower and the Administrative Agent, and (iv) no Lender shall be obligated to increase its Commitment pursuant to such election. Each Increasing Lender may specify that its increase in Commitments pursuant to this paragraph shall also apply to the Euro Facility, the Sterling Facility and/or the Yen Facility, and such respective Facilities shall be increased by the amount(s) so specified. (f) Notwithstanding any other provision of this Agreement to the contrary: (i) The Lenders shall not be required to make any Revolving Loans or Swingline Loans hereunder or issue any Letter of Credit if, after giving effect thereto, the Revolving Credit Exposure of any Dollar Lender would exceed such Dollar Lender’s Dollar Commitment (unless such Dollar Lender consents thereto); and (ii) At the election of the Borrower and the Administrative Agent, Dollar Revolving Loans shall be made on the ratable basis of Available Dollar Commitments (rather than on the basis of Dollar Commitments) of the Dollar Lenders in the event that the Dollar Lenders have disproportionate commitments to the Euro Facility, the Sterling Facility or the Yen Facility. In such event the Administrative Agent may also advise the Lenders of changes as it may determine in the borrowing and payment provisions herein in order to provide maximum availability of the Dollar Commitments to the Borrower and generally ratable treatment of the Lenders.

Appears in 1 contract

Sources: Credit Agreement (Borgwarner Inc)

Commitments. (a) Subject to the terms and conditions set forth hereinherein and in Amendment No. 1, each Term Lender with an Initial Term Commitment severally agrees to make a Term Loan to the Borrower denominated in Dollars on the Amendment No. 1 Effective Date in a principal amount equal to its Initial Term Commitment (the “Initial Term Loans”). (b) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender with an Initial Revolving Commitment severally agrees to make Revolving Loans in Dollars or one or more Alternative Currencies in an aggregate amount up to but not exceeding such Lender’s Initial Revolving Commitment; provided that after giving effect to the Borrowers making of any Revolving Loans (i) in no event shall the Total Utilization of Revolving Commitments exceed the Initial Revolving Commitments then in effect and (ii) in no event shall the Total Utilization of Alternative Currency Revolving Commitments exceed the Alternative Currency Sublimit. Amounts borrowed pursuant to this Section 2.01(b) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Initial Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Initial Revolving Loans and all other amounts owed hereunder with respect to the Initial Revolving Facility and the Initial Revolving Commitments shall be paid in full no later than such date. (c) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Swingline Loan Lender agrees to make Swingline Loans in Dollars to the Borrower at any time or from time to time during after the Availability Period Closing Date to, but not including, the Revolving Commitment Termination Date, in an aggregate principal amount that will up to but not result in (i) such exceeding the Swingline Loan Lender’s Swingline Loan Commitment; provided that after giving effect to such Swingline Loan, in no event shall (x) the Total Utilization of Revolving Facility Credit Exposure Commitments exceed the Initial Revolving Commitments then in effect or (except for y) the Administrative Agent with respect Outstanding Amount of all Swingline Loans exceed the Swingline Loan Commitment then in effect; provided, further, that after giving effect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (orSwingline Loan, if less, prior to delivery to the Administrative Agent Outstanding Amount of all Swingline Loans of the Post-Closing ReportsSwingline Loan Lender, plus the aggregate Outstanding Amount of all Revolving Loans of, and L/C Obligations issued by, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit Swingline Loan Lender is in excess of the Availability on one or more occasionssuch ▇▇▇▇▇▇’s Revolving Commitment, but if they do so, neither the Administrative Agent nor the Lenders such Swingline Loan shall be deemed thereby to have changed made at the Swingline Loan Lender’s sole discretion. Within such limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans time and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, amount and subject to the Administrative Agent’s authorityother provisions of this Agreement, in its sole discretionthe Borrower may borrow, to make Agent Advances repay and reborrow pursuant to the terms of this Section 2.04(d2.01(c). Within the foregoing limits and subject Swingline Loans shall be Base Rate Loans or Daily Simple SOFR Loans, as further provided herein. (d) Subject to the terms and conditions set forth hereinin Amendment No. 2, each of the following Term B Lenders severally agrees to make to the Borrower on the Amendment No. 2 Effective Date, loans (collectively, the Borrowers “Term B Loans”) denominated in Dollars as follows: (1) each Consenting Term Lender that elects the “Consent and Cashless Amendment” option on its Initial Term Lender Consent agrees to have all of its outstanding Initial Term Loans (or such lesser amount as may borrowbe notified to such Consenting Term Lender by the Amendment No. 2 Lead Arrangers prior to the Amendment No. 2 Effective Date) converted into a like principal amount of Term B Loans effective as of the Amendment No. 2 Effective Date, prepay (2) each Additional Term B Lender severally agrees to make to the Borrower, loans (collectively, the “Additional Term B Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Term B Lender’s Additional Term B Commitment and reborrow Revolving (3) each Consenting Term Lender that elects the “Consent and Post-Closing Settlement” option on its Initial Term Lender Consent agrees to have the entire amount of its outstanding Initial Term Loans prepaid at par on the Amendment No. 2 Effective Date and following the Amendment No. 2 Effective Date, such Consenting Term Lender (or its designated Affiliate, if agreed by the Amendment No. 2 Lead Arrangers) shall purchase by assignment Term B Loans in an equal principal amount as its outstanding Initial Term Loans or such lesser amount allocated to such Consenting Term Lender by the Amendment No. 2 Lead Arrangers. Amounts paid or prepaid in respect of the Term B Loans may not be re-borrowed. Each Consenting Term Lender hereby agrees to waive any entitlement to any breakage loss or expenses due under Section 2.16 with respect to the repayment of its Initial Term Loans it holds as a Term Lender which have been replaced with Term B Loans.

Appears in 1 contract

Sources: Credit Agreement (Koppers Holdings Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, each Lender having an Initial Term Loan Commitment agrees, severally and not jointly, to make Loans to the Borrower denominated in Dollars in a single draw on the Funding Date, in an aggregate principal amount not to exceed its Initial Term Loan Commitment (the Loans made pursuant to this Section 2.01(a) being the “Initial Term Loans”). Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, and relying upon the representations and warranties set forth herein, each Lender agrees having an Initial Revolving Credit Commitment agrees, severally and not jointly, to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time time, on any Business Day during the Availability Period period from and including the Funding Date until the Initial Revolving Credit Commitment Maturity Date, in an aggregate principal outstanding amount not to exceed at any time the amount of the Initial Revolving Credit Commitment; provided that will on or prior to the Closing Date the aggregate Outstanding Amount of Revolving Credit Loans that are borrowed to fund the Special Distribution and pay any fees and expenses in connection with the Transactions shall not result in exceed the Closing Date Revolving Available Amount; provided, further, that after giving effect to any Revolving Credit Borrowing (i) and the application of proceeds thereof), the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s L/C Exposure, plus such Lender’s Swing Line Exposure, shall not exceed such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior the Revolving Credit Loans made pursuant to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 millionthis Section 2.01(b), or (ii) being the “Initial Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(dLoans”). Within the foregoing limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow, prepay and reborrow Revolving Credit Loans. Revolving Credit Loans may be ABR Loans or Eurodollar Loans as further provided herein. (c) Subject to the terms and conditions set forth hereinin any Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable, each Lender having an Incremental Loan Commitment, Refinancing Commitment or extending its Original Term Loans or Original Revolving Credit Commitments, as the Borrowers case may borrowbe, prepay severally and reborrow not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth in the applicable Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, to make Incremental Loans, Refinancing Loans or Extended Term Loans or Extended Revolving Credit Commitments, as applicable, to the Borrower, in an aggregate principal amount not to exceed, as applicable, its Incremental Loan Commitment, Refinancing Commitment, Original Revolving Credit Commitments or aggregate principal amount of Original Term Loans, as applicable.

Appears in 1 contract

Sources: Credit Agreement (Altice USA, Inc.)

Commitments. (a) On the Second Amendment Effective Date, the initial Term Lenders made the Existing Tranche B-1 Term Loans (as defined in the Third Amendment) to the Borrower in the original aggregate principal amount of $920,791,875. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to in the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing BaseThird Amendment, the Third Amendment Term Lenders may refuse to make or otherwise restrict (as defined in the making of Revolving Loans Third Amendment) agree, severally and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretionnot jointly, to make Agent Advances pursuant the Third Amendment Tranche B-1 Term Loans ( as defined in the Third Amendment) to the terms of Section 2.04(d). Within Borrower on the foregoing limits and subject Third Amendment Effective Date. (b) Subject to the terms and conditions set forth hereinof this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender and each Additional Lender with any Additional Revolving Commitment or Additional Term Commitment, as the case may be, for a given Class severally, and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrower, which Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Borrowers Additional Revolving Commitment or Additional Term Commitment, as the case may borrowbe, prepay and reborrow Revolving Loansof such Class of such Lender or Additional Lender on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Term Loan Credit Agreement (PQ Group Holdings Inc.)

Commitments. Subject to the terms and conditions set forth herein: (a) on the Repricing Effective Date, the 2018 Refinancing Term B Lenders agree to make 2018 Refinancing Term B Loans to the Borrower in an aggregate principal amount of $512,587,092.73, subject to the terms and conditions in the 2018 Incremental Assumption and Amendment Agreement, (b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, and (d) amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: Incremental Assumption and Amendment Agreement (PlayAGS, Inc.)

Commitments. Subject to the terms and conditions and relying upon the representations and warranties set forth herein: (a) each Term Lender agrees, severally and not jointly, to (i) make an Initial Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the initial amount of such Term Lender’s Term Loan Commitment (if any), (ii) make a 2018 Incremental Term Loan to the Borrower on the First Incremental Amendment Date in a principal amount not to exceed its 2018 Incremental Term Loan Commitment (if any) and, (iii) make a 2020 Incremental Term Loan to the Borrower on the Third Incremental Amendment Date in a principal amount not to exceed its 2020 Incremental Term Loan Commitment (if any); and (iv) make a 2021 Incremental Term Loan to the Borrower on the Sixth Amendment Effective Date in a principal amount not to exceed its 2021 Incremental Term Loan Commitment (if any); (b) each Revolving Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time during on and after the Availability Period Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery Commitment; provided that Revolving Loans shall only be made to the Administrative Agent of Borrower on the Post-Closing ReportsDate (a) in an amount not to exceed $10,000,000 to fund (i) the consideration for the Acquisition and Transaction Expenses, such Lender’s Pro Rata Share of $340 million), or (ii) any original issue discount or upfront fees required to be funded on the Revolving Facility Credit Exposure exceeding Closing Date (including in connection with the total Revolving Facility Commitments or, until delivery issuance of the Post-Closing Reports to the Administrative Agent, $340 million, or 2025 Unsecured Notes) and (iii) such Lender’s Revolving Facility working capital, and (b) to cash collateralize letters of credit outstanding under the Existing Credit Exposure exceeding such Lender’s Pro Rata Share Agreements.; and (c) each 2021 Extending Term Lender acknowledges that all of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Initial Term Loans or issue or arrange to have issued Letters of Credit in excess of held by such 2021 Extending Lender on the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Sixth Amendment Effective Date were converted into 2021 Extended Term Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the terms and conditions further set forth herein, in the Borrowers may borrow, prepay and reborrow Revolving LoansSixth Amendment.

Appears in 1 contract

Sources: Credit Agreement (Surgery Partners, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers each Borrower in Dollars or any Optional Currency other than Yen from time to time during the Availability Period in an aggregate principal amount that will not result in so long as, after giving effect thereto, (i) such Lender’s 's Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding will not exceed such Lender’s Revolving Facility Commitment (or's Commitment, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or and (ii) the Revolving Facility Credit Exposure exceeding sum of the total Revolving Facility Commitments or, until delivery Credit Exposures will not exceed the sum total of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Loans made in Dollars may from time to time be Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the Revolving Loans made in Euros may from time to time be Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07. (i) Subject to the terms and conditions set forth herein, the Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their Yen Commitments, to each Borrower from time to time during the Availability Period so long as, after giving effect thereto, (A) the aggregate principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of the total Revolving Credit Exposures will not exceed the sum total of the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal amount of the outstanding Yen Loans made by any Yen Fronting Lender will not exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Yen Loans. (ii) If any Event of Default shall occur and be continuing, any Yen Fronting Lender may by written notice to the Administrative Agent not later than 11:00 am, New York time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Yen Loans outstanding. Such notice shall specify the aggregate amount of Yen Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of the Dollar Equivalent Amount of such Yen Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Yen Fronting Lender, such Lender's Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Yen Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro rata according to their Yen Exposures the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Yen Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the applicable Borrower (or other party on behalf of the applicable Borrower) in respect of such Loan after receipt by the Yen Fronting Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Yen Fronting Lenders, pro rata as their interests may appear. The purchase of participations in a Yen Loan pursuant to this paragraph shall not relieve the applicable Borrower of its obligations in respect of the payment thereof. From and after such purchase, (i) the outstanding Yen Loans in which the Lenders have purchased such participations shall be deemed to have been converted into Alternate Base Rate Loans denominated in Dollars (with such conversion constituting, for purposes of Section 2.15, a prepayment of such Yen Loans before the last day of the Interest Period with respect thereto) and (ii) all amounts from time to time accruing, and all amounts from time to time payable, on account of such Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in Dollars as if such Loan had originally been made in Dollars. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Yen Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Yen Loan was made and such Lender shall have notified the Yen Fronting Lenders in writing, at least one Business Day prior to the time such Yen Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Yen Loans made while such Event of Default is continuing.

Appears in 1 contract

Sources: Credit Agreement (Aol Time Warner Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time during from the Availability Period Interim Facility Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result to exceed the amount of such Lender's Revolving Credit Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to the Borrowers on the Final Facility Effective Date in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing: (i) such Lender’s The aggregate principal amount of Revolving Facility Loans outstanding on any date to the Borrowers shall not exceed the difference between (A) the Total Revolving Credit Exposure Commitment and (except for B) the sum of (1) the aggregate Letter of Credit Obligations and (2) the aggregate amount of all reserves established by the Administrative Agent in accordance with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent definition of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or term "Availability". (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making aggregate principal amount of Revolving Loans and the issuance of Letters Letter of Credit as the Lenders determine until such excess has been eliminated, subject Obligations outstanding at any time during any Budget Period to the Administrative Agent’s authorityBorrowers shall not exceed the maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations projected to be outstanding during such Budget Period (with the exception of the Budget Period containing the week ending September 30, 2005, as to which such maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations shall exclude the maximum aggregate principal amount of Revolving Loans and Letter of Credit Obligations projected to be outstanding during the week ending September 30, 2005) as set forth in its sole discretion, to make Agent Advances pursuant the Long-Term Budget (after giving effect to the terms Permitted Deviation therefrom). (iii) During the Interim Period, the aggregate principal amount of Section 2.04(d). Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed $15,000,000. (iv) The Revolving Credit Commitment of each Lender (and the letter of credit subfacility) shall automatically and permanently be reduced to zero on the Final Maturity Date. (v) Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, prepay repay and reborrow Revolving Loans, on or after the Interim Facility Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (vi) The aggregate principal amount of the Term Loan made on the Final Facility Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: Financing Agreement (Aaipharma Inc)

Commitments. Subject to the terms and conditions set forth herein: (a) Each Lender agrees to make Term B Loans in Dollars to the Borrowers on the Fourth Restatement Effective Date in an aggregate principal amount not to exceed its Term B Loan Commitment, and the outstanding Original Term B Loans of each Lender shall be repaid in full. (b) Each Lender agrees to make Revolving Facility Loans of a Class in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans. (c) Each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make Incremental Term Loans to the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. (d) Amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Zurn Water Solutions Corp)

Commitments. Subject to the terms and conditions set forth herein, : (a) (i) (A) each Initial Term A Lender agrees to make Revolving Initial Term A Loans in Dollars to the Borrowers Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term A Lender’s Initial Term A Loan Commitment and (B) each 2025 Term A Lender agrees to make 2025 Term A Loans in Dollars to the Borrower on the Amendment No. 3 Effective Date in an aggregate principal amount equal to such 2025 Term A Lender’s 2025 Term A Facility Commitment and (ii) each Initial Term B Lender agrees to make Initial Term B Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term B Lender’s Initial Term B Loan Commitment, (b) each Revolving Facility Lender agrees, severally and not jointly, to make Revolving Facility Loans of a Class in Dollars or any Alternate Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such LenderRevolving Facility ▇▇▇▇▇▇’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such Revolving Facility Lender’s Revolving Facility Commitment (orof such Class, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, such Class or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share the outstanding amount of Alternate Currency Loans, together with the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued stated amount of all outstanding Alternate Currency Letters of Credit Credit, exceeding the Dollar Equivalent of $200,000,000 in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)aggregate. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) the full amount of each of the Initial Term A Loans and the Initial Term B Loans must be drawn in a single drawing on the Closing Date and amounts of such Initial Term A Loans and Initial Term B Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed., and (e) the full amount of each of the 2025 Term A Loans must be drawn in a single drawing on the Amendment No. 3 Effective Date and amounts of such 2025 Term A Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Millerknoll, Inc.)

Commitments. Subject to the terms and conditions set forth herein, : (a) [reserved]; (b) each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrowers from time to time during the Availability Period (i) in Dollars from its U.S. Lending Office to the U.S. Borrower and (ii) in Dollars and Foreign Currencies from its Foreign Lending Office to the German Borrower, in each case in an aggregate principal amount that will not result in neither (i) such Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, at such Lender’s Pro Rata Share of $340 million), or time nor (ii) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments orat such time; (c) [reserved]; (d) each Lender having an Incremental Term Loan Commitment, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Incremental Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans Commitment or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminatedIncremental Synthetic L/C Commitment agrees, subject to the Administrative Agent’s authority, terms and conditions set forth in its sole discretionthe applicable Incremental Assumption Agreement, to make Agent Advances Incremental Term Loans to the U.S. Borrower or the German Borrower, as applicable, Incremental Revolving Facility Loans to the U.S. Borrower or the German Borrower, as applicable, and/or credit-linked deposits pursuant to such Incremental Synthetic L/C Commitments, as the terms of Section 2.04(d). Within case may be, in a Dollar Equivalent aggregate principal amount not to exceed its Incremental Term Loan Commitment, Incremental Revolving Facility Commitment or Incremental Synthetic L/C Commitment, as the case may be; and (e) within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans. Amounts repaid in respect of Term Loans may not be reborrowed. All Revolving Facility Loans, Tranche B-1A Term Loans, Tranche B-1B Term Loans, Tranche B-2A Term Loans and Tranche B-2B Term Loans outstanding, and all Credit-Linked Deposits funded, on and as of the Amendment Effective Date after giving effect to the Transactions shall remain outstanding or funded, as applicable, hereunder on the terms set forth herein, except as otherwise provided herein.

Appears in 1 contract

Sources: Amendment Agreement (Momentive Performance Materials Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment, (ii) (A) each Extended Multicurrency Facility Revolving Lender severally, and not jointly, agrees to make Extended Multicurrency Revolving Loans to the Borrowers Borrower in Dollars or in any Revolving Alternative Currency at any time and from time to time during on and after the Availability Period First Amendment Effective Date, and until the earlier of the 2023 Extended Revolving Credit Maturity Date and the termination of the Extended Multicurrency Revolving Credit Commitment of such Extended Multicurrency Facility Revolving Lender in an aggregate principal amount that will not result in (i) accordance with the terms hereof; provided that, after giving effect to any Borrowing of Extended Multicurrency Revolving Loans, the Outstanding Amount of such Extended Multicurrency Facility Revolving Lender’s Extended Multicurrency Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding shall not exceed such Extended Multicurrency Facility Revolving Lender’s Extended Multicurrency Revolving Credit Commitment and (B) each Non-Extended Multicurrency Facility Commitment (orRevolving Lender severally, if lessand not jointly, prior agrees to delivery make Non-Extended Multicurrency Revolving Loans to the Administrative Agent Borrower in Dollars or in any Revolving Alternative Currency at any time and from time to time on and after the First Amendment Effective Date, and until the earlier of the PostInitial Revolving Credit Maturity Date and the termination of the Non-Closing ReportsExtended Multicurrency Revolving Credit Commitment of such Non-Extended Multicurrency Facility Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Non-Extended Multicurrency Revolving Loans, the Outstanding Amount of such Non-Extended Multicurrency Facility Revolving Lender’s Pro Rata Share of $340 million), or (ii) the Non-Extended Multicurrency Revolving Facility Credit Exposure exceeding the total shall not exceed such Non-Extended Multicurrency Facility Revolving Facility Commitments or, until delivery of the PostLender’s Non-Closing Reports to the Administrative Agent, $340 million, or Extended Multicurrency Revolving Credit Commitment and (iii) (A) each Extended Dollar Facility Revolving Lender severally, and not jointly, agrees to make Extended Dollar Revolving Loans to the Borrower in Dollars at any time and from time to time on and after the First Amendment Effective Date, and until the earlier of the 2023 Extended Revolving Credit Maturity Date for such Class and the termination of the Extended Dollar Revolving Credit Commitment of such Extended Dollar Facility Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Extended Dollar Revolving Loans, the Outstanding Amount of such Extended Dollar Facility Revolving Lender’s Extended Dollar Revolving Facility Credit Exposure exceeding shall not exceed such Extended Dollar Facility Revolving Lender’s Pro Rata Share Extended Dollar Revolving Credit Commitment and (B) each Non-Extended Dollar Facility Revolving Lender severally, and not jointly, agrees to make Non-Extended Dollar Revolving Loans to the Borrower in Dollars at any time and from time to time on and after the First Amendment Effective Date, and until the earlier of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Initial Revolving Loans or issue or arrange to have issued Letters of Credit in excess Maturity Date and the termination of the Availability on one or more occasionsNon-Extended Dollar Revolving Credit Commitment of such Non-Extended Dollar Facility Revolving Lender in accordance with the terms hereof; provided that, but if they do soafter giving effect to any Borrowing of Non-Extended Dollar Revolving Loans, neither the Administrative Agent nor the Lenders Outstanding Amount of such Non-Extended Dollar Facility Revolving Lender’s Non-Extended Dollar Revolving Credit Exposure shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to not exceed such limits on any other occasion. If the Non-Extended Dollar Facility Revolving Facility Lender’s Non-Extended Dollar Revolving Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans made on the Closing Date may not be reborrowed. (b) Subject to the terms and conditions of this Agreement and the First Amendment, the 2020 Incremental Term Loan Lender agrees to make the 2020 Incremental Term Loans to the Borrower on the First Amendment Effective Date in Dollars in a principal amount not to exceed the 2020 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2020 Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment. (d) On the First Amendment Effective Date, in accordance with, and upon the terms and conditions set forth hereinin, the Borrowers may borrowFirst Amendment, prepay (i) the Existing Dollar Revolving Credit Commitment, Existing Dollar Revolving Credit Exposure and reborrow any Existing Dollar Revolving Loans of each Non-Extended Dollar Facility Revolving Lender outstanding on such date shall continue hereunder and be reclassified as a Non-Extended Dollar Revolving Credit Commitment, Non-Extended Dollar Revolving Credit Exposure and Non-Extended Dollar Revolving Loans, respectively, on such date, (ii) the Existing Dollar Revolving Credit Commitment, Existing Dollar Revolving Credit Exposure and any Existing Dollar Revolving Loans of each Extended Dollar Facility Revolving Lender outstanding on such date shall continue hereunder and be reclassified as an Extended Dollar Revolving Credit Commitment, Extended Dollar Revolving Credit Exposure and Extended Dollar Revolving Loans, respectively, on such date, (iii) the Existing Multicurrency Revolving Credit Commitment, Existing Multicurrency Revolving Credit Exposure and any Existing Multicurrency Revolving Loans of each Non-Extended Multicurrency Facility Revolving Lender outstanding on such date shall continue hereunder and be reclassified as a Non-Extended Multicurrency Revolving Credit Commitment, Non-Extended Multicurrency Revolving Credit Exposure and Non-Extended Multicurrency Revolving Loans, respectively, on such date and (iv) the Existing Multicurrency Revolving Credit Commitment, Existing Multicurrency Revolving Credit Exposure and any Existing Multicurrency Revolving Loans of each Extended Multicurrency Facility Revolving Lender outstanding on such date shall continue hereunder and be reclassified as an Extended Multicurrency Revolving Credit Commitment, Extended Multicurrency Revolving Credit Exposure and Extended Multicurrency Revolving Loans, respectively, on such date. (e) From the First Amendment Effective Date until the earlier of the Initial Revolving Credit Maturity Date and any other termination of the Non-Extended Dollar Revolving Facility, all borrowings of Dollar Revolving Loans shall be made on a pro rata basis between the Non-Extended Dollar Revolving Facility and the Extended Dollar Revolving Facility in proportion to the respective Dollar Revolving Credit Commitment under each Dollar Revolving Facility and notwithstanding anything in this Agreement to the contrary, Dollar Revolving Loans made under the Non-Extended Dollar Revolving Facility and Dollar Revolving Loans made under the Extended Dollar Revolving Facility shall be treated as one “Class” as necessary to give effect to the foregoing. (f) From the First Amendment Effective Date until the earlier of the Initial Revolving Credit Maturity Date and any other termination of the Non-Extended Multicurrency Revolving Facility, all borrowings of Multicurrency Revolving Loans shall be made on a pro rata basis between the Non-Extended Multicurrency Revolving Facility and the Extended Multicurrency Revolving Facility in proportion to the respective Multicurrency Revolving Credit Commitment under each Multicurrency Revolving Facility and notwithstanding anything in this Agreement to the contrary, Multicurrency Revolving Loans made under the Non-Extended Multicurrency Revolving Facility and Multicurrency Revolving Loans made under the Extended Multicurrency Revolving Facility shall be treated as one “Class” as necessary to give effect to the foregoing. (g) Following the First Amendment Effective Date, each Initial Revolving Lender holding Non-Extended Dollar Revolving Credit Commitments may elect to convert its aggregate Non-Extended Dollar Revolving Credit Commitments and Non-Extended Dollar Revolving Loans to a like amount of Extended Dollar Revolving Credit Commitments and Extended Dollar Revolving Loans at any time with the consent of the Borrower and the Administrative Agent. (h) Following the First Amendment Effective Date, each Initial Revolving Lender holding Non-Extended Multicurrency Revolving Credit Commitments may elect to convert its aggregate Non-Extended Multicurrency Revolving Credit Commitments and Non-Extended Multicurrency Revolving Loans to a like amount of Extended Multicurrency Revolving Credit Commitments and Extended Multicurrency Revolving Loans at any time with the consent of the Borrower and the Administrative Agent.

Appears in 1 contract

Sources: First Lien Credit Agreement (Dragoneer Growth Opportunities Corp.)

Commitments. Subject to the terms and conditions set forth herein, : (a) each Initial Term Lender agrees to make Initial Term Loans in Dollars to the Borrower on the Closing Date in an aggregate principal amount equal to such Initial Term Lender’s Initial Term Loan Commitment, (b) each Revolving Lender agrees, severally and not jointly, to make Revolving Loans of a Class in Dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Facility Credit Exposure (except for the Administrative Agent with respect to Agent Advances) of such Class exceeding such LenderRevolving ▇▇▇▇▇▇’s Revolving Facility Commitment (orof such Class, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of $340 million), or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 millionsuch Class, or (iii) such Lender’s the Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of $250,000,000 on the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Revolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d)Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) the full amount of the Initial Term Loans must be drawn in a single drawing on the Closing Date and amounts of such Initial Term Loans borrowed under Section 2.01(a) that are repaid or prepaid may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Enhabit, Inc.)