Common use of Commitments Clause in Contracts

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 2 contracts

Sources: Credit Agreement (Sabre Industries, Inc.), Credit Agreement (Sabre Industries, Inc.)

Commitments. On (a) Each Lender severally agrees, on the terms and subject conditions hereinafter set forth, to make Revolving Credit Loans to Borrower from time to time during the Commitment Period, and to purchase undivided interests and participations in Facility L/Cs in accordance with Section 2.16 hereof, in an aggregate principal amount of Revolving Credit Loans made by such Lender and of such Lender's Ratable Share of the Facility L/C Obligations not to exceed at any time outstanding the amount set forth in Schedule 1 hereto (such Lender's obligations to make Revolving Credit Loans and to purchase undivided interests and participations in Facility L/Cs in accordance with Section 2.16 hereof in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the conditions terms of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (being herein referred to as a “Revolving Loan such Lender's "Commitment"), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) subject to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andlimitations set forth in Section 2.1(b) hereof. (b) No Revolving Credit Loan or Swingline Loan shall be made, nor shall any Facility L/C be issued, that would have the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to effect of increasing the Borrowers equal to the principal then outstanding amount of the Swing Line Borrowing Base Indebtedness to an amount exceeding the Borrowing Base as of the most recent Inventory Valuation Date, provided that a Revolving Credit Loan requested by shall not be deemed to have increased the Borrowers amount of the Borrowing Base Indebtedness if, and only to the extent that, the proceeds of such Revolving Credit Loan are immediately used to repay a Swingline Loan. (c) No Revolving Credit Loans shall be made at any time that any Swingline Loan is outstanding, except for Revolving Credit Loans that are used, in whole or in part, on such daythe day on which made, to repay in full the outstanding principal balance of the Swingline Loans. On During the Commitment Period and as long as no Default or Event of Default exists, Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans, all in accordance with the terms and subject conditions hereof. (d) Subject to the terms and conditions of this Agreement (including the limitations on the availability of LIBOR Rate Loans and including the termination of the Aggregate Commitment as set forth in Article 9 hereof), the Borrowers Revolving Credit Loans may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or LIBOR Rate Loans, (ii) unless otherwise agreed ABR Loans, or (iii) a combination thereof, as determined by Borrower and notified to by Agent in accordance with Section 2.3 hereof, provided that no Revolving Credit Loan shall be made as a LIBOR Rate Loan after the Swing Line Lender, in its sole discretion, day that is one month prior to the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage last day of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountPeriod.

Appears in 2 contracts

Sources: Credit Agreement (Black Amber Florida, Inc.), Credit Agreement (Ashton Houston Residential L.L.C.)

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a "Revolving Loan Lender"), agrees that it will make loans (relative to such Lender, its "Revolving Loans") to the Borrowers Revolving Loan Borrower equal to such Lender’s 's Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers Revolving Loan Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the Borrowers Revolving Loan Borrower equal to the principal amount of the Swing Line Loan requested by the Borrowers Revolving Loan Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrowers Revolving Loan Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect theretothereto and the use of proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s 's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Revolving Letter of Credit Outstandings, would exceed such Lender’s 's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s 's Revolving Loan Percentage of the aggregate amount of Revolving Letter of Credit Outstandings would exceed the Swing Line Lender’s 's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. SECTION 2.1.2. Revolving Letter of Credit Commitment. From time to time on any Business Day occurring from the Closing Date but three days prior to the Revolving Loan Commitment Termination Date, the relevant Revolving Issuer agrees that it will (a) issue one or more standby letters of credit (relative to such Issuer, its "Revolving Letter of Credit") for the account of any Borrower or any Subsidiary Guarantor in the Stated Amount requested by the Revolving Loan Borrower on such day; or (b) extend the Stated Expiry Date of an existing standby Revolving Letter of Credit previously issued hereunder. No Issuer shall be permitted or required to issue any Revolving Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all Revolving Letter of Credit Outstandings would exceed the Revolving Letter of Credit Commitment Amount or (ii) the sum of the aggregate amount of all Revolving Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Revolving Loan Commitment Amount.

Appears in 2 contracts

Sources: Credit Agreement (Swift Transportation Co Inc), Credit Agreement (Swift Transportation Co Inc)

Commitments. On Subject to and upon the terms and subject conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Dollars to the conditions Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of this Agreementsuch Revolving Credit Lender’s Revolving Credit Commitment, the Lenders provided that any such Revolving Credit Loans (A) shall be made available at any time and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and after the Effective Closing Date but and prior to the Revolving Loan Commitment Termination Credit Maturity Date, , (aB) each Lender that has a (i) a Revolving Loan Commitment (referred may, at the option of the Borrower and subject to as a “Revolving Loan Lender”Section 2.8(e), agrees be incurred and maintained as, and/or converted into ABR Loans or Term Benchmark Loans that it will make loans (relative to such Lender, its “are Revolving Credit Loans”) ; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the Borrowers equal 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 Loan Percentage Credit Exposure in respect of the aggregate amount any Class of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Class of Revolving Loan Lender at such time and (E) shall be permitted or required to make any Revolving Loan ifnot, after giving effect theretothereto and to the application of the proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of result at any time in the aggregate amount of all Swing Line Loans and Letter of the Revolving Credit Outstandings, would exceed Lenders’ Revolving Credit Exposures at such Lender’s time exceeding the Total Revolving Loan Percentage of the Credit Commitment then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted in effect or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountwith respect to such Class.

Appears in 2 contracts

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

Commitments. On Subject to the terms and subject to conditions and relying upon the conditions of this Agreement, the Lenders representations and the Issuers severally agree to make Credit Extensions as warranties herein set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,forth: (a) each Tranche A Revolving Lender that has a agrees, severally and not jointly, to make Tranche A Revolving Loans to Borrower, at any time and from time to time on or after the Closing Date until the earlier of (i) a the Revolving Loan Maturity Date and (ii) the termination of the Tranche A Revolving Commitment (referred to as a “Revolving Loan Lender”)of such Lender in accordance with the terms hereof, agrees in an aggregate principal amount at any time outstanding that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to not result in such Lender’s Tranche A Revolving Loan Percentage of the aggregate amount of each Borrowing of the Exposure exceeding such Lender’s Tranche A Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000Commitment; and (b) each Tranche B Revolving Lender agrees, severally and not jointly, to make Tranche B Revolving Loans to Borrower, at any time and from time to time on or after the Swing Line Tranche B Effective Date until the earlier of (i) the Revolving Maturity Date and (ii) the termination of the Tranche B Revolving Commitment of such Lender agrees that it will make loans (its “Swing Line Loans”) to in accordance with the Borrowers equal to the terms hereof, in an aggregate principal amount of at any time outstanding that will not result in such Lender’s Tranche B Revolving Exposure exceeding such Lender’s Tranche B Revolving Commitment. Within the Swing Line Loan requested by the Borrowers to be made on such day. On the terms limits set forth in clauses (a) and (b) above and subject to the terms, conditions hereofand limitations set forth herein, the Borrowers Borrower may from time to time borrow, pay or prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.)

Commitments. On Subject to the terms and subject conditions set forth herein, (a) each Lender severally agrees to make Revolving Loans in Dollars or in an Alternative Currency to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Borrowers from time to time on any Business Day occurring from and after the Effective Date but prior to during the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to Availability Period in such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan 's Applicable Percentage of the such aggregate amount of each Borrowing of as the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Syndicated Letters of Credit at the request of and for the account of any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period, (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in SECTION 3.03, and (d) the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers from time to time on any Business Day during the Revolving Availability Period in an amount not to exceed the Swingline Sublimit; provided, however, that, in each case, after giving effect to any Credit Extension (including any concurrent repayment of Swingline Loans with proceeds of such Credit Extension), (i) such Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment, (ii) the total Revolving Credit Exposures shall not exceed the Aggregate Commitments, and (iii) the aggregate LC Obligations with respect to Fronted Letters of Credit shall not exceed the Fronted Letter of Credit Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lendermay be ABR Loans, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line ▇▇▇▇▇ Loans, Term SOFR Loans and Letter of Credit Outstandingsor Eurocurrency Rate Loans, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountas further provided herein.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Enstar Group LTD), Revolving Credit Agreement

Commitments. On (a) Subject to the terms and subject conditions set forth herein, each Lender agrees to make Loans to the conditions of this Agreement, Borrower during the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender Availability Period in an aggregate principal amount that has a will not result in (i) a such Lender’s Revolving Loan Credit Exposure exceeding such Lender’s Commitment or (referred ii) the total Revolving Credit Exposures exceeding the total Commitments. (b) Subject to as a “Revolving Loan Lender”)the terms and conditions set forth herein, each Lender agrees that it will to make revolving credit loans (relative to such Lender, its the Working Capital 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 Working Capital Revolving Loans exceeding such Lender’s Working Capital Revolving Sub-Commitment, (ii) the sum of all Working Capital Revolving Loans exceeding the total Working Capital Revolving Sub-Commitments, or (iii) the sum of the total Revolving Credit Exposure exceeding the total Commitments. (c) The Working Capital Revolving Sub-Commitment of each Lender constitutes a subset of such Lender’s Commitment such that (i) the availability of the Commitments of such Lender shall be reduced by the outstanding principal amount of such Lender’s Working Capital Revolving Loans as of the time of determination and (ii) the Working Capital Revolving Sub-Commitment of each Lender shall be reduced by the amount, if any, by which (A) the outstanding principal amount of such Lender’s Revolving Credit Exposure as of the time of determination exceeds (B) the amount equal to such Lender’s Commitment minus such Lender’s Working Capital Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andSub-Commitment. (bd) Within the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted during the Availability Period. (e) On the Effective Date (or required as soon as practicable with respect to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (iii)): (i) the aggregate Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding principal amount under the Existing Credit Agreement for the account of all Swing Line Loans would exceed each “Lender” under the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Existing Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.Agreement;

Appears in 2 contracts

Sources: Credit Agreement (EV Energy Partners, LP), Credit Agreement (EV Energy Partners, LP)

Commitments. On (a) Each Revolving Credit Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrowers, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Credit Termination Date,, in an aggregate principal amount at any time outstanding not exceeding its Revolving Credit Commitment, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans. (ab) each The Swingline Lender that has a (i) a Revolving Loan Commitment (referred agrees, subject to as a “Revolving Loan Lender”)and on the terms and conditions of this Agreement, agrees that it will to make loans (relative to such Lendereach, its a Revolving Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers equal Borrowers, from time to such Lender’s time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Loan Percentage of Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of each Borrowing Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans requested made by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Swingline Lender in its capacity as a Revolving Loan Credit Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (and its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit OutstandingsExposure at such time, would exceed such the Swingline Lender’s own Revolving Loan Percentage Credit Commitment at such time, but provided that no Borrowing of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, (iy) the aggregate outstanding principal amount Revolving Credit Exposure of all Swing Line Loans any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed aggregate Revolving Credit Commitments at such time. Subject to by and on the Swing Line Lender, in its sole discretionterms and conditions of this Agreement, the sum Borrowers may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to Section 2.2(e)) and reborrow Swingline Loans.

Appears in 2 contracts

Sources: Credit Agreement (Jackson Hewitt Tax Service Inc), Credit Agreement (Jackson Hewitt Tax Service Inc)

Commitments. On (a) Subject to the terms and subject conditions and relying upon the representations and warranties herein set forth: (i) each Revolving Loan Lender severally and not jointly agrees to make Revolving Loans to the conditions of this Agreement, the Lenders Borrower at any time and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and after the Effective Date but prior to the Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”)zero in accordance with the terms hereof, agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the in an aggregate principal amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at any time outstanding not to exceed the amount of such time equals $15,000,000Lender'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 Swing Line Lender agrees that it will make loans foregoing: (its “Swing Line Loans”i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers equal Borrower shall not exceed the lower of (A) the difference between (1) the Total Revolving Credit Commitment and (2) the aggregate Letter of Credit Obligations and (B) the difference 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 terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Swing Line Term Loan requested by the Borrowers to be made on such daythe Effective Date shall not exceed the Total Term Loan Commitment. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding Any principal amount of all Revolving Loans of such Revolving the Term Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall which is repaid or prepaid may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 2 contracts

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

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's Exposure exceeding such Lender's Commitment or (ii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the sum of the aggregate principal amount of all Swingline Loans made by such Swingline Lender then outstanding under this Agreement and the aggregate principal amount of all "Swingline Loans" made by such Swingline Lender then outstanding under (and as defined in) the Other Credit Agreement exceeding such Swingline Lender's Swingline Commitment, (ii) the sum of the aggregate principal amount of all Swingline Loans then outstanding under this Agreement and aggregate principal amount of all "Swingline Loans" then outstanding under (and as defined in) the Other Credit Agreement exceeding $150,000,000 (the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, the LC Bank agrees to issue Letters of Credit and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (i) the sum of the aggregate LC Outstandings under this Agreement and the aggregate "LC Outstandings" under (and as defined in) the Other Credit Agreement exceeding $150,000,000, (ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Swingline Loans and Letter request the issuance of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Letters of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountCredit.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Nisource Inc/De), 364 Day Revolving Credit Agreement (Nisource Inc/De)

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers each Issuer severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from on and after the Effective Closing Date but prior to the Revolving Loan Commitment Termination Date, , (ai) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its "Revolving Loans") to the Borrowers Borrower equal to such Lender’s 's Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and and (bii) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") to the Borrowers Borrower equal to the principal amount of the Swing Line Loan requested by the Borrowers Borrower to be made on such day. The Commitment of each such Revolving Loan Lender described above is herein referred to as its "Revolving Loan Commitment", and the Commitment of the Swing Line Lender described above is herein referred to as its "Swing Line Loan Commitment". On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s 's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s 's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed (x) the then existing Swing Line Loan Commitment Amount or (iiy) unless otherwise agreed to by when combined with the Swing Line Lender, in its sole discretion, the sum aggregate outstanding principal amount of all Swing Line Revolving Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of Outstandings, the then existing Revolving Loan Commitment Amount.

Appears in 2 contracts

Sources: Credit Agreement (Associated Materials Inc), Credit Agreement (Associated Materials Inc)

Commitments. On Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment; provided however, that no Lender shall be obligated to make a Revolving Loan in excess of such Lender’s Applicable Percentage of the difference between the aggregate Commitments and the Revolving Credit Exposure, no Lender shall be obligated to make a Revolving Loan other than in connection with the acquisition of the AT&T Property, the Westinghouse Property or the GE Property and no Lender shall be obligated to make a Revolving Loan in excess of such Lender’s Applicable Percentage of the Maximum Available Facility Amount with respect to each such Mortgaged Property. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow (solely for the purposes set forth above) Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the The aggregate amount of all Swing Line Loans and Letter the Commitments shall be reduced (on a pro rata basis as to each Lender) by: (a) the amount of Credit Outstandingsany Mandatory Prepayment set forth in Section 2.10(e), would exceed such Lender’s (b) following the funding of the Revolving Loan Percentage made in connection with the acquisition of the then existing Westinghouse Property and prior to the funding of the Revolving Loan Commitment Amount. Furthermoremade in connection with the acquisition of the GE Property, the Swing Line Lender shall not be permitted or amount of any required to make Swing Line Loans if, after giving effect thereto, (iprincipal amortization payments made in connection with Section 2.10(d) hereof until the aggregate Commitments equal $8,500,000.00 plus the then outstanding principal 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 all Swing Line Loans would exceed any required principal amortization payments made in connection with Section 2.10(d) hereof until the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountCommitments equal $0.00.

Appears in 2 contracts

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

Commitments. On 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 Borrower from time to time during the Revolving Availability Period, in each case, in an aggregate principal amount 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 such Lender’s Revolving Exposure exceeding such Lender’s Revolving 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, in the case of Revolving Loans funded on the Escrow Funding Date, be projected to exceed) $25,000,000. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount ; provided that amounts repaid in respect of all Revolving Loans as a result of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall an Escrow Release Repayment may not be permitted reborrowed. Amounts repaid or required to make Swing Line prepaid in respect of Term Loans if, after giving effect thereto, (iincluding in respect of Initial Term Loans as a result of an Escrow Release Repayment) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountmay not be reborrowed.

Appears in 2 contracts

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

Commitments. On (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and subject conditions set forth in this Agreement, to make loans 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 making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender's Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in 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, such Lender's Outstanding Credit Exposure shall not exceed its 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, the 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. Swingline Loans may be made even if the Swingline Lender's Outstanding Credit Exposure would exceed its Commitment at such time, but 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. Subject to and on the terms and conditions of this Agreement, the Lenders Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.7(c)) and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From reborrow Swingline Loans at any time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Facility Termination Date, (a) each Lender , provided that has a (i) a Revolving Loan Commitment (referred the Borrower may not borrow Swingline Loans the proceeds of which are used to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving repay outstanding Swingline Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 2 contracts

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

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrower, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan , in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees over its Letter of Credit Exposure at such time, provided that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount no Borrowing of the Swing Line Loan requested by the Borrowers to Revolving Loans shall be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, immediately after giving effect thereto, the sum of (x) the aggregate outstanding principal amount of all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such Revolving Loan Lender, together with time and (z) the aggregate principal amount of Swingline Loans outstanding at such Lender’s Revolving Loan Percentage of time (excluding the aggregate amount of all Swing Line any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate 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, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline 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 Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit OutstandingsExposure at such time, would may exceed its Commitment at such Lender’s Revolving Loan Percentage time, but provided that no Borrowing of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Wachovia, and the Lenders hereby agree that effective as of the Closing Date (i) the aggregate outstanding principal amount balance of all Swing Line loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be Swingline Loans would exceed under this Agreement and the then existing Swing Line Loan Commitment Amount or Sweep Program and subject to the terms hereof and thereof, (ii) unless otherwise agreed Wachovia shall be the Swingline Lender hereunder with respect to by such Swingline Loans, and (iii) the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage applicable provisions of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountTerminating Senior Indebtedness with respect to such Swingline Loans are replaced by this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Old Dominion Freight Line Inc/Va), Credit Agreement (Old Dominion Freight Line Inc/Va)

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers Revolving Loan Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers Revolving Loan Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers Revolving Loan Borrower equal to the principal amount of the Swing Line Loan requested by the Borrowers Revolving Loan Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”. On the terms and subject to the conditions hereof, the Borrowers Revolving Loan Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect theretothereto and the use of proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Revolving Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Revolving Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 2 contracts

Sources: Credit Agreement (Swift Holdings Corp.), Credit Agreement (Swift Holdings Corp.)

Commitments. On 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 Borrower or, if applicable, any Additional Borrower as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Availability Period, in an aggregate Outstanding Amount that will not result in such Revolving A Lender’s Revolving A Exposure exceeding such Revolving A Lender’s Revolving 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 applicable, an Additional Borrower, as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Availability Period, in an aggregate Outstanding Amount that will not result in such Revolving B Lender’s Revolving B Exposure exceeding such Revolving B Lender’s Revolving B Commitment or the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Within the limits of each Revolving ▇▇▇▇▇▇’s Revolving Commitment, and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the other terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay prepay, and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lenderdenominated in Dollars may be ABR Loans, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Daily Simple SOFR Loans and Letter of Credit Outstandingsor Benchmark Loans, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermoreas further provided herein, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountdenominated in Alternative Currencies must be Benchmark Loans, as further provided herein.

Appears in 2 contracts

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

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrower, from time to time on any Business Day occurring during the period from and after including the Restatement Effective Date to but prior to not including the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan , in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees over its Letter of Credit Exposure at such time, provided that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount no Borrowing of the Swing Line Loan requested by the Borrowers to Revolving Loans shall be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, immediately after giving effect thereto, the sum of (x) the aggregate outstanding principal amount of all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such Revolving Loan Lender, together with time and (z) the aggregate principal amount of Swingline Loans outstanding at such Lender’s Revolving Loan Percentage of time (excluding the aggregate amount of all Swing Line any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate 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, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit OutstandingsExposure at such time, would may exceed its Commitment at such Lender’s Revolving Loan Percentage time, but provided that no Borrowing of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time 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 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the 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 and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, ▇▇▇▇▇ Fargo, and the Lenders hereby agree that effective as of the Restatement Effective Date (i) the aggregate outstanding principal amount balance of all Swing Line loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be Swingline Loans would exceed under this Agreement and the then existing Swing Line Loan Commitment Amount or Sweep Program and subject to the terms hereof and thereof, (ii) unless otherwise agreed ▇▇▇▇▇ Fargo shall be the Swingline Lender hereunder with respect to by such Swingline Loans, and (iii) the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage applicable provisions of the aggregate amount of Letter of Existing Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAgreement with respect to such Swingline Loans are replaced by this Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Old Dominion Freight Line Inc/Va), Credit Agreement (Old Dominion Freight Line Inc/Va)

Commitments. On (a) Subject to and upon the terms and subject conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the conditions of this AgreementBorrower from its applicable lending office (each, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving LoansCredit Loan”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the in an aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender that shall be permitted or required to make any Revolving Loan ifnot, after giving effect theretothereto and to the application of the proceeds thereof, the aggregate outstanding principal amount of all Revolving Loans of result in (i) such Revolving Loan Lender, together with such Credit Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed Exposure exceeding such Revolving Credit Lender’s Revolving Loan Percentage of the then existing Revolving Loan Credit Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, and (iii) the aggregate outstanding principal amount of all Swing Line Loans would exceed Revolving Credit Exposures exceeding the then existing Swing Line Loan Commitment Maximum Borrowing Amount or (ii) unless otherwise agreed subject to by the Swing Line LenderAdministrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the sum terms of Section 2.15), provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Swing Line Loans and Revolving Credit Loans made by each of the Swing Line 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 plus at any time, after giving effect thereto and to the Swing Line 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 Percentage at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of Letter 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 Outstandings would Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Subject to and upon the terms and conditions herein set forth, the Swingline Lender is authorized by the Lenders to, and may, in its sole discretion, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Maturity Date, make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower (provided that the Swingline Lender shall not be obligated to make any Swingline Loan), which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swing Line Swingline Commitment, (iv) shall not, after giving effect thereto and to the 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 Maximum Borrowing Amount at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(c)), in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Loan Percentage Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then existing satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (d) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment Amountor if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Appears in 2 contracts

Sources: Abl Credit Agreement (Academy Sports & Outdoors, Inc.), Abl Credit Agreement (Academy Sports & Outdoors, Inc.)

Commitments. On (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make under the Revolving Credit Facility, Revolving Loans to the Borrowers, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the relevant 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 any Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. Within the limits set forth above and subject to the terms, conditions of this Agreementand limitations set forth herein, the Lenders Borrowers may borrow, pay or prepay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Revolving Loans by each Borrower regardless of which Borrower received the Issuers proceeds thereof. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally agree and not jointly, to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, term loans (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as such loan a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving LoansDelayed Draw Term Loan”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrowprior to the Delayed Draw Term Loan Commitment Termination Date, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving in an aggregate amount not to exceed the amount of such Lender’s Delayed Draw Term Loan Lender shall be permitted or required to make any Revolving Loan ifCommitment; provided, however, that after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving to any Delayed Draw Term Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect theretoBorrowing, (i) the total Delayed Draw Term Loans of all Lenders shall not exceed the aggregate Delayed Draw Term Loan Commitments in effect at such time and (ii) the portion of the outstanding Delayed Draw Term Loans of any Lender shall not exceed such Lender’s Delayed Draw Term Loan Commitment at such time. Any principal amount of any Delayed Draw Term Loan that is repaid or prepaid may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Swing Line Borrowings of Delayed Draw Term Loans would exceed by each Borrower regardless of which Borrower received the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountproceeds thereof.

Appears in 2 contracts

Sources: Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the Revolving Credit Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the aggregate principal amount of all Swingline Loans made by the Swingline Lender then outstanding under this Agreement exceeding the Swingline Lender’s Swingline Commitment, (ii) the aggregate principal amount of all Swingline Loans then outstanding under this Agreement exceeding $250,000,000 (the “Swingline Facility Amount”), (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (iv) the sum of the Revolving Credit Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, each LC Bank agrees to issue, extend or amend Letters of Credit and each Lender severally agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (i) the aggregate LC Outstandings under this Agreement exceeding $500,000,000, (ii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (iii) the aggregate LC Outstandings of all Letters of Credit issued by any LC Bank exceeding at any time such LC Bank’s Letter of Credit Commitment or (iii) the sum of the Revolving Credit Exposures of all of the Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Swingline Loans and Letter request the issuance, extension or amendment of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Letters of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountCredit.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Nisource Inc/De), Revolving Credit Agreement (Nisource Inc/De)

Commitments. On Prior to the Effective Date, certain “Loans” were made to the Existing Borrowers under the Existing Credit Agreement (such outstanding “Revolving Facility Loans,” the “Existing Revolving Facility Loans” and such outstanding “Swing Line Loans,” the “Existing Swing Line Loans” and together with the Existing Revolving Facility Loans, the “Existing Loans”). As of the Effective Date and prior to the funding of any Loans hereunder on the Effective Date, the outstanding principal balance of the Existing Revolving Facility Loans is $160,518,198.76 and the outstanding principal balance of the Existing Swing Line Loans is $0. Subject to the terms and subject to the conditions of set forth in this Agreement, each Borrower and each of the Lenders agree that on the Effective Date the Existing Revolving Facility Loans shall be re-evidenced as Revolving Facility Loans under this Agreement and the Issuers Existing Swing Line Loans shall be re-evidenced as Swing Line Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein each Revolving Facility Lender severally agree and not jointly agrees to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Facility Loans to the Borrowers in Dollars from time to time on any Business Day occurring from and after during the Effective Date but prior Availability Period in an aggregate principal amount not to exceed at any time outstanding the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to amount of such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayFacility Commitment; provided provided, however, that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect theretoto any Revolving Facility Borrowing, (i) the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage Facility Credit Exposure shall not exceed the lesser of the aggregate amount Maximum Credit and the Borrowing Base, (ii) the Revolving Facility Credit Exposure of all Swing Line Loans and Letter of Credit Outstandings, would any Revolving Facility Lender shall not exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Facility Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, and (iiii) the aggregate outstanding principal amount balance of all Swing Line Revolving Facility Loans would made to Bowling Green shall not exceed the then existing Swing Line Loan Commitment Amount or greater of (iia) unless otherwise agreed $75,000,000 and (b) the portion of the Borrowing Base pertaining to by the Swing Line Lender, in its sole discretion, assets (net of Reserves) of Bowling Green. Within the sum limits of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line each Lender’s Revolving Loan Percentage of Facility Commitment, and subject to the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s other terms and conditions hereof, each Borrower may borrow under this Section 2.01, prepay under Section 2.11 and reborrow under this Section 2.01. Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountFacility Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Appears in 2 contracts

Sources: Credit Agreement (Constellium SE), Credit Agreement (Constellium N.V.)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a "Revolving Loan Commitment Loan," and Swing Line Loan Commitment. From collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Credit Termination Date, (a) each Lender that has a (i) a , in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Revolving Loan Credit Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees over its Letter of Credit Exposure at such time, provided that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount no Borrowing of the Swing Line Loan requested by the Borrowers to Revolving Loans shall be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, immediately after giving effect thereto, the sum of (x) the aggregate outstanding principal amount of all Revolving Loans of outstanding at such Revolving Loan Lendertime, together with such Lender’s Revolving Loan Percentage of (y) the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the principal amount of any Swingline Loans to be repaid with the proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Revolving Credit Commitments of all Lenders at such Lender’s time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loan Percentage Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the then existing Revolving Loan Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Revolving Credit Commitment Amount. Furthermoreat such time, the Swing Line Lender but provided that no Borrowing of Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, the sum of (ix) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of outstanding at such time, (y) the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage Exposure of the then existing Revolving Loan Commitment Amount.all Lenders at such time and (z) the

Appears in 1 contract

Sources: Credit Agreement (Physicians Specialty Corp)

Commitments. On (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 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 2023 Extended Revolving Credit Maturity Date and the termination of the Extended Multicurrency Revolving Credit Commitment of such Extended Multicurrency Facility Revolving Lender in 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 Credit Exposure shall not exceed such Extended Multicurrency Facility Revolving Lender’s Extended Multicurrency Revolving Credit Commitment and (B) each Non-Extended Multicurrency Facility Revolving Lender severally, and not jointly, agrees to make Non-Extended Multicurrency Revolving Loans to the 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 Initial Revolving Credit Maturity Date and the termination of the Non-Extended 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 Non-Extended Multicurrency Revolving Credit Exposure shall not exceed such Non-Extended Multicurrency Facility Revolving Lender’s Non-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 Credit Exposure shall not exceed such Extended Dollar Facility Revolving Lender’s 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 Initial Revolving Credit Maturity Date and the termination of the Non-Extended Dollar Revolving Credit Commitment of such Non-Extended Dollar Facility Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Non-Extended Dollar Revolving Loans, the Outstanding Amount of such Non-Extended Dollar Facility Revolving Lender’s Non-Extended Dollar Revolving Credit Exposure shall not exceed such Non-Extended Dollar Facility Revolving Lender’s Non-Extended Dollar Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions of this Agreementand limitations set forth herein, the Lenders Borrower may borrow, pay or prepay and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “reborrow Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage . Amounts paid or prepaid in respect of the aggregate amount of each Borrowing of the Revolving Initial Term Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall Closing Date may not be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andreborrowed. (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) Subject to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject 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 hereofof this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, the Borrowers may from time to time borroweach Lender with an Additional Commitment of a given Class, prepay severally and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required not jointly, agrees to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Additional Loans of such Revolving Loan LenderClass to the Borrower, together with which Loans shall not exceed for any such Lender’s Revolving Loan Percentage Lender at the time of any incurrence thereof the aggregate amount Additional Commitment of all Swing Line Loans 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 Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of upon the then existing Revolving Loan Commitment Amount. Furthermoreterms and conditions set forth in, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect theretoFirst Amendment, (i) the aggregate Existing Dollar Revolving Credit Commitment, Existing Dollar Revolving Credit Exposure and any Existing Dollar Revolving Loans of each Non-Extended Dollar Facility Revolving Lender outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or 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) unless otherwise agreed 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 by the Swing Line Lenderrespective Dollar Revolving Credit Commitment under each Dollar Revolving Facility and notwithstanding anything in this Agreement to the contrary, in its sole discretion, the sum of all Swing Line Loans and Dollar Revolving Loans made by under the Swing Line Lender plus Non-Extended Dollar Revolving Facility and Dollar Revolving Loans made under the Swing Line Lender’s Extended Dollar Revolving Loan Percentage 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 Letter of Extended Dollar Revolving Credit Outstandings would exceed Commitments and Extended Dollar Revolving Loans at any time with the Swing Line Lender’s Revolving Loan Percentage consent of the then existing Borrower and the Administrative Agent. (h) Following the First Amendment Effective Date, each Initial Revolving Loan Commitment AmountLender 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. On (a) Subject to the terms and subject to conditions and relying upon the conditions of this Agreement, the Lenders representations and the Issuers severally agree to make Credit Extensions as warranties herein set forth below.forth: SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Each Revolving Loan Commitment Lender severally agrees to make loans (referred to as each, a “Revolving Loan Lender”)Loan” and, agrees that it will make loans (relative to such Lendercollectively, its the “Revolving Loans”) to the Borrowers Borrower at any time and from time to time from the Restatement 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 amount at any one time outstanding not to exceed such Revolving Loan Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Total Revolving Credit Commitment less the amount of the Hedging Reserve at such time, and (ii) the then extant Borrowing Base. (ii) Each Term Loan Lender severally agrees to make a term loan (collectively, the “Term Loan”) to the Borrower on the Restatement Effective Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. On the Restatement Effective Date, “Revolving Loans” (as defined in the Original Financing Agreement) outstanding under the Original Financing Agreement (the “Existing Revolving Loans”) shall automatically and immediately be converted into (and deemed made as) a portion of the Term Loan hereunder (it being understood that no repayment of the Existing Revolving Loans is being effected hereby, but merely an amendment, restatement and conversion in accordance with the terms hereof), such that the amount of the Term Loan funded by the Lenders with a Term Loan Commitment on the Restatement Effective Date shall be reduced by the aggregate principal amount of the Existing Revolving Loans as of the Restatement Effective Date. The portion of the Term Loan made pursuant to the conversion of the Existing Revolving Loans into a portion of the Term Loan shall be deemed made by the Lenders with Term Loan Commitments proportionately to their Pro Rata Shares of Total Term Loan Commitment. With respect to each Lender with a Revolving Credit Commitment under the Original Financing Agreement and without a Revolving Credit Commitment under this Agreement, such Lender’s Revolving Loan Percentage of Credit Commitment under, and as defined in, the aggregate amount of each Borrowing of Original Financing Agreement shall automatically and permanently be reduced to zero on the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Restatement Effective Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and. (b) Notwithstanding the Swing Line Lender agrees that it will make loans foregoing: (its “Swing Line Loans”i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers equal Borrower shall not exceed the lower of (A) the Total Revolving Credit Commitment less the amount of the Hedging Reserve at such time and (B) the current Borrowing Base. 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 Restatement Effective Date and prior to the Final Maturity Date (and, for the sake of clarity, may repay the Revolving Loans on the Final Maturity Date), subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Swing Line Term Loan requested by the Borrowers to be made on such daythe Restatement Effective Date shall not exceed the Total Term Loan Commitment. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding Any principal amount of all Revolving Loans of such Revolving the Term Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall that is repaid or prepaid may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Financing Agreement (Dice Holdings, Inc.)

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan CommitmentREVOLVING LOAN COMMITMENT AND SWING LINE LOAN COMMITMENT. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”"REVOLVING LOANS") to the Borrowers Borrower equal to such Lender’s Revolving Loan 's Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”"SWING LINE LOANS") to the Borrowers Borrower equal to the principal amount of the Swing Line Loan requested by the Borrowers Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "SWING LINE LOAN COMMITMENT". On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan 's Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan 's Percentage of the lesser of the then existing (x) Revolving Loan Commitment AmountAmount and (y) the Borrowing Base Amount then in effect. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans, Revolving Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage lesser of the (x) then existing Revolving Loan Commitment AmountAmount and (y) Borrowing Base Amount then in effect. SECTION 2.1.2. LETTER OF CREDIT COMMITMENT. From time to time on any Business Day occurring from and after the Effective Date but prior to the Commitment Termination Date, the relevant Issuer agrees that it will (a) issue one or more standby letters of credit (relative to such Issuer, its "LETTER OF CREDIT") for the account of the Borrower or any Subsidiary Guarantor in the Stated Amount requested by the Borrower on such day; or (b) extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (i) the Commitment Termination Date and (ii) unless otherwise agreed to by such Issuer in its sole discretion, one year from the date of such extension. No Issuer shall be permitted or required to issue any Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount or (ii) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the lesser of the (x) then existing Revolving Loan Commitment Amount and (y) Borrowing Base Amount then in effect.

Appears in 1 contract

Sources: Credit Agreement (Commemorative Brands Inc)

Commitments. On Subject to the terms and subject to conditions and relying upon the conditions of this Agreement, the Lenders representations and the Issuers severally agree to make Credit Extensions as warranties set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,herein: (a) each Term Lender that has a agrees, severally and not jointly, to (i) make an Initial Term Loan to the Borrower on the Closing Date in a Revolving principal amount not to exceed the initial amount of such Term Lender’s Term Loan Commitment (referred to as a “Revolving Loan Lender”if any), agrees that it will (ii) make loans (relative to such Lender, its “Revolving Loans”) a 2018 Incremental Term Loan to the Borrowers equal 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, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on and after the 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 such Lender’s Revolving Loan Percentage Exposure exceeding such Lender’s Revolving Commitment; provided that Revolving Loans shall only be made to the Borrower on the Closing Date (a) in an amount not to exceed $10,000,000 to fund (i) the consideration for the Acquisition and Transaction Expenses, (ii) any original issue discount or upfront fees required to be funded on the Closing Date (including in connection with the issuance of the aggregate amount 2025 Unsecured Notes) and (iii) working capital, and (b) to cash collateralize letters of each Borrowing of credit outstanding under the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000Existing Credit Agreements.; and (bc) the Swing Line each 2021 Extending Term Lender agrees acknowledges that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount all of the Swing Line Loan requested Initial Term Loans held by such 2021 Extending Lender on the Borrowers to be made on such day. On Sixth Amendment Effective Date were converted into 2021 Extended Term Loans as further set forth in the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountSixth Amendment.

Appears in 1 contract

Sources: Credit Agreement (Surgery Partners, Inc.)

Commitments. On (a) In a single Borrowing (which shall be made on a Business Day) occurring on or prior to the Commitment Termination Date, subject to the terms and subject to the conditions of this Agreementhereof, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Bridge Loans”) to the Borrowers Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each the Borrowing of the Revolving Bridge Loans requested by the Borrowers Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and. (b) Subject to the Swing Line terms and conditions hereof, the Borrower and each Lender agrees severally agrees, if the Bridge Loans have not been repaid, that it will make loans the then outstanding principal amount of such Lender’s Bridge Loan shall be repaid in full by the issuance of a new debt obligation (its individually a Swing Line Rollover Loan” and collectively the “Rollover Loans”) by the Borrower to such Lender, on the Bridge Loan Repayment Date, in a principal amount equal to the Borrowers equal then outstanding principal amount of the Bridge Loan held by such Lender (for certainty, including any capitalized interest) and the Borrower shall be released from its obligations under such Bridge Loan. Upon the repayment of and release in respect of the Bridge Loans and the replacement thereof by Rollover Loans, each Lender shall amend its records to reflect the repayment of the principal amount of the Bridge Loan held by such Lender corresponding to the principal amount of the Swing Line Bridge Loan requested by issued to such Lender and the Borrowers to advance of the corresponding Rollover Loan. If a Default shall have occurred and be made continuing on such day. On the terms and subject Bridge Loan Repayment Date, any notices given or cure periods commenced while any Bridge Loan was outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to the conditions hereofRollover Loans (with the same effect as if the Rollover Loans had been outstanding as of the actual dates thereof), notwithstanding that the Borrowers may Rollover Loans constitute separate Indebtedness from time to time borrow, prepay and reborrow Revolving Loans and Swing Line the Bridge Loans. No Revolving Loan Lender shall amounts paid or prepaid with respect to the Loans may be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Bridge Loan Agreement (Hanesbrands Inc.)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender agrees to make revolving credit loans (the "General Revolving Loans") to the Borrower from time to time during the Availability Period, in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure exceeding such Lender's General Revolving Commitment, or (ii) the sum of the total Revolving Credit Exposures exceeding the total General Revolving Commitments, or (iii) the sum of the total Revolving Credit Exposures exceeding the total Commitments. (b) Subject to the terms and conditions set forth herein, including, without limitation, Section 5.08, each Lender agrees to make revolving credit loans (the "Working Capital Revolving Loans") to the Borrower from time to time during the Availability Period, in an aggregate principal amount that will not result in (i) such Lender's Working Capital Revolving Loans exceeding such Lender's Working Capital Revolving Commitment, (ii) the sum of the total Working Capital Revolving Loans exceeding the total Working Capital Revolving Commitments, or (iii) the sum of the total Revolving Credit Exposure exceeding the total Commitments. (c) The Working Capital Revolving Commitment of each Lender constitutes a subset of such Lender's General Revolving Commitment such that the availability of (i) the General Revolving Commitment of such Lender shall be reduced by the outstanding principal amount of such Lender's Working Capital Revolving Loans as of the time of determination and (ii) the Working Capital Revolving Commitment of each Lender shall be reduced by the amount, if any, by which (A) the outstanding principal amount of such Lender's General Revolving Credit Exposure as of the time of determination exceeds (B) the amount equal to such Lender's General Revolving Commitment minus such Lender's Working Capital Revolving Commitment. The sum of the total Revolving Credit Exposures shall not exceed at any time the total Commitments. (d) Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, during the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAvailability Period.

Appears in 1 contract

Sources: Credit Agreement (Shamrock Logistics Lp)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From loans (the “Committed Loans”) to the Borrower, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Termination Date, , in an aggregate principal amount not exceeding the portion of its Commitment allocated to Loans (a) each Lender as set forth on Schedule 1.1(a)); provided, however, that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each no Borrowing of the Revolving Committed Loans requested by the Borrowers to shall be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, immediately after giving effect thereto, (ix) the aggregate Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the Credit Limit at such time. The Commitments are non-revolving and, to the extent repaid, Committed Loans may not be reborrowed. Availability of Committed Loans under the Commitments shall cease on the Termination Date. (b) Subject to and upon the terms and conditions set forth herein, on the Closing Date, all Committed Loans outstanding on the Closing Date (including any Committed Loans made on the Closing Date) shall automatically convert into an amortizing term loan (together with any Existing Loans, collectively, the “Initial Converted Term Loan”), without such conversion constituting a repayment or novation of such Committed Loans. The portion of the principal amount of all Swing Line the Initial Converted Term Loan held by each Lender outstanding on the Closing Date shall equal the aggregate principal amount of the Committed Loans would exceed of such Lender outstanding on the then existing Swing Line Loan Commitment Amount or Closing Date immediately prior to such conversion (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving including any Committed Loans made by such Lender on the Swing Line Lender Closing Date) plus the Swing Line Lender’s Revolving Loan Percentage aggregate principal amount of Existing Loans of such Lender outstanding on the Closing Date. No portion of the aggregate Initial Converted Term Loan shall be made at any time after the Closing Date. To the extent repaid, the Initial Converted Term Loan may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, on the Second Conversion Date, all Committed Loans outstanding on the Second Conversion Date (including any Committed Loans made on the Second Conversion Date) shall automatically convert into an amortizing term loan (the “Second Converted Term Loan”), without such conversion constituting a repayment or novation of such Committed Loans. The portion of the principal amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Second Converted Term Loan Percentage held by each Lender outstanding on the Second Conversion Date shall equal the aggregate principal amount of the then existing Revolving Committed Loans of such Lender outstanding on the Second Conversion Date immediately prior to such conversion (including any Committed Loans made by such Lender on the Second Conversion Date). No portion of the Second Converted Term Loan Commitment Amountshall be made at any time after the Second Conversion Date. To the extent repaid, the Second Converted Term Loan may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Greenbacker Renewable Energy Co LLC)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender agrees (i) to make a Term Loan to the Company on the Effective Date, in dollars, in a principal amount that will not result in (x) such Lender's Term Loan exceeding such Lender's Term Loan Commitment or (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect and (ii) to make Revolving Loans to any Borrower from time to time during the Revolving Availability Period, in dollars, in an aggregate principal amount that will not result in (x) such Lender's Revolving Exposure exceeding its Revolving Commitment, (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect or (z) in the case of any Foreign Borrower, the sum of the aggregate outstanding principal amount of the Revolving Loans of all Foreign Borrowers exceeding $20,000,000. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Amounts repaid in respect of Term Loans may not be reborrowed. The parties hereto acknowledge that the Term Loan Commitments terminated on the Effective Date. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Fronting Lender shall be permitted or required that is party to a Foreign Borrower Supplement agrees, severally and not jointly, to make Revolving Loans to any Foreign Borrower that is a designated Borrower under such Foreign Borrower Supplement from time to time during the Revolving Loan ifAvailability Period, after giving effect theretoin dollars, the in an aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with that will not result in (i) such Lender’s 's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Exposure exceeding its Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect theretoCommitment, (iii) the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect, (iii) the aggregate principal amount of the Revolving Loans made by such Fronting Lender pursuant to such Foreign Borrower Supplement exceeding such Fronting Lender's Foreign Borrower Commitment under such Foreign Borrower Supplement or (iv) the sum of the aggregate outstanding principal amount of the Revolving Loans of all Swing Line Foreign Borrowers exceeding $20,000,000; provided that a Fronting Lender shall not be required to, and shall not, make any Revolving Loan under this paragraph if the Required Lenders shall have delivered to such Fronting Lender, not later than two Business Days prior to the date on which any such Revolving Loan shall have been scheduled to be made, a notice stating that a Default has occurred and is continuing and directing such Fronting Lender not to make Revolving Loans. (c) In the event that any Revolving Borrowing made pursuant to paragraph (b) above shall be outstanding and (i) the principal of or interest on such Borrowing shall not be paid within three Business Days after the date on which it is due and one or more Fronting Lenders holding a majority in interest of the outstanding Revolving Loans would exceed included in such Revolving Borrowing shall deliver to the then existing Swing Line Loan Commitment Amount Administrative Agent and the Company a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) unless otherwise agreed the Revolving Commitments shall be terminated or the Loans accelerated pursuant to Article VII, then (A) each Revolving Lender shall acquire at face value a participation in the Loans included in such Revolving Borrowing and the interest accrued thereon equal to its Applicable Percentage of such obligations, and shall pay the purchase price for such participation by wire transfer of immediately available funds in dollars to the Swing Line LenderAdministrative Agent in the manner provided in Section 2.05 (and the Administrative Agent shall promptly wire the amounts so received to the applicable Fronting Lenders ratably in accordance with their respective Revolving Loans included in such Revolving Borrowings) and (B) such Loans shall at all times thereafter, until repaid in its sole discretionaccordance with the terms hereof, bear interest at the rate applicable to overdue ABR Borrowings under Section 2.13(c), and the principal of and interest on such Loans will be payable at the applicable times and places for overdue ABR Borrowings. The obligations of the Revolving Lenders to acquire and pay for participations in Revolving Loans pursuant to this paragraph shall be absolute and unconditional under any and all circumstances. (d) One or more Foreign Borrowers, the sum Administrative Agent and one or more Revolving Lenders may from time to time enter into one or more Foreign Borrower Supplements pursuant to which such Revolving Lenders may agree to serve as Fronting Lenders. Any such Foreign Borrower Supplement shall set forth the Foreign Borrower Commitment of each Fronting Lender party thereto, the Foreign Borrowers that may borrow under such Foreign Borrower Supplement, any special provisions for the times and places at which or the Persons to which Borrowing Requests are to be delivered, proceeds of Borrowings are to be disbursed or payments in respect of Borrowings are to be made or for the compensation to be payable to Fronting Lenders and any other special provisions to be applicable to Borrowings under such Foreign Borrower Supplement. Any special provisions referred to in the preceding sentence that shall be included in any Foreign Borrower Supplement shall be applicable to all Swing Line Loans Borrowings under such Foreign Borrower Supplement, notwithstanding any other provision of this Article II to the contrary (and Revolving Loans made by in the Swing Line Lender plus absence of any such special provisions, the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountapplicable provisions set forth in this Article II shall control).

Appears in 1 contract

Sources: Credit Agreement (Benchmark Electronics Inc)

Commitments. On Subject to the terms and conditions set forth herein, (a) each Term Lender severally agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment (the “Term Facility”), (b) [reserved], (c) each U.S. Revolving Lender severally agrees to make U.S. Revolving Loans to the Borrower denominated in dollars from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s U.S. Revolving Exposure exceeding such Lender’s U.S. Revolving Commitment (the “U.S. Revolving Facility”); provided, however, that, after giving effect to any Borrowing of U.S. Revolving Loans, the aggregate principal amount of all outstanding U.S. Revolving Exposure shall not exceed the aggregate principal amount of the U.S. Revolving Commitments and (d) each Sterling Revolving Lender severally agrees to make Sterling Revolving Loans to the Borrower denominated in dollars or Sterling from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s Sterling Revolving Exposure exceeding such Lender’s Sterling Revolving Commitment (the “Sterling Revolving Facility”); provided, however, that, after giving effect to any Borrowing of Sterling Revolving Loans, the aggregate principal amount of all outstanding Sterling Revolving Exposure shall not exceed the aggregate principal amount of the Sterling Revolving Commitments. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted Amounts repaid or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount prepaid in respect of all Revolving Term Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line or Incremental Term Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (Amplify Snack Brands, INC)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrower, from time to time on any Business Day occurring during the period from and after including the Restatement Effective Date to but prior to not including the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan , in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees over its Letter of Credit Exposure at such time, provided that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount no Borrowing of the Swing Line Loan requested by the Borrowers to Revolving Loans shall be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, immediately after giving effect thereto, the sum of (x) the aggregate outstanding principal amount of all Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such Revolving Loan Lender, together with time and (z) the aggregate principal amount of Swingline Loans outstanding at such Lender’s Revolving Loan Percentage of time (excluding the aggregate amount of all Swing Line any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate 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, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit OutstandingsExposure at such time, would may exceed its Commitment at such Lender’s Revolving Loan Percentage time, but provided that no Borrowing of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Wachovia, and the Lenders hereby agree that effective as of the Restatement Effective Date (i) the aggregate outstanding principal amount balance of all Swing Line loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be Swingline Loans would exceed under this Agreement and the then existing Swing Line Loan Commitment Amount or Sweep Program and subject to the terms hereof and thereof, (ii) unless otherwise agreed Wachovia shall be the Swingline Lender hereunder with respect to by such Swingline Loans, and (iii) the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage applicable provisions of the aggregate amount of Letter of Existing Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAgreement with respect to such Swingline Loans are replaced by this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Old Dominion Freight Line Inc/Va)

Commitments. On Subject to the terms and conditions set forth herein: (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Dollars from time to time during the 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 (i) such ▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such ▇▇▇▇▇▇’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the Lenders terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the Issuers terms and conditions set forth herein, each Lender severally agree and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make Credit Extensions additional Revolving Loans to Borrower as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time is necessary to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) cause each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s outstanding Revolving Loan Loans hereunder to reflect such ▇▇▇▇▇▇’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date; (b) on the Term A-1 Commitment Effective Date, the Term A-1 Lenders party to the Existing Credit Agreement advanced (on a several, not joint, basis) to the Borrower a Term A-1 Loan in an aggregate principal amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that$250,000,000 (which, immediately prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.Restatement Effective 45

Appears in 1 contract

Sources: Credit Agreement (Ugi Corp /Pa/)

Commitments. On (a) Subject to the terms and subject conditions set forth herein, each Lender (as defined in the Exiting Credit Agreement) party to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Existing Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but Agreement immediately prior to giving effect to this Amendment Agreement (each, an “Existing Lender”) that executes and delivers a signature page in the Revolving Loan Commitment Termination Date, form of Annex A hereto (aa “Lender Signature Page”) each Lender that has a to the Administrative Agent hereby severally agrees (i) to the terms of this Amendment Agreement and the terms of the Amended and Restated Credit Agreement and (ii)(A) to extend all or a Revolving Loan portion of its Existing Commitment (referred such extended Existing Commitments, the “Rolling Commitments”; any such amount of Existing Commitments not extended as Rolling Commitments, the “Non-Allocated Existing Commitments”; and all such extending Existing Lenders, the “Extending Lenders”) by providing an A&R Commitment to as the Borrowers in the amount set forth opposite such Extending Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement or (B) increase its Existing Commitment by providing (x) a Rolling Commitment in an amount equal to its Existing Commitment plus (y) a new A&R Revolving Commitment (such new A&R Revolving Commitment, the Increased Revolving Loan LenderCommitment” and, together with the Rolling Commitment in clause (x), the “Increased Commitments”; and all such increasing Existing Lenders under this clause (B), the “Increasing Lenders” and, together with the Extending Lenders, the “Consenting Lenders”; and the Existing Lenders that are not Consenting Lenders, collectively, the “Non-Consenting Lenders”), in the aggregate amount under this clause (B) set forth opposite such Increasing Lender’s name on Schedule 2.01 to the Amended and Restated Credit Agreement. (b) Subject to the terms and conditions set forth herein, each Person (other than a Consenting Lender in its capacity as such) that commits to providing an A&R Revolving Commitment (each such Person, a “New Lender”) by executing and delivering a Lender Signature Page hereby severally agrees that it will make loans (relative i) to such Lender, its the terms of this Amendment Agreement and to the terms of the Amended and Restated Credit Agreement and (ii) to provide a new A&R Revolving Commitment (a New Revolving LoansCommitment”) to the Borrowers equal to in the amount set forth opposite such New Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made name on such day; provided that, prior Schedule 2.01 to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andAmended and Restated Credit Agreement. (bc) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect theretoAmendment Effective Date, (i) the Existing Commitment of each Non-Consenting Lender shall be automatically terminated in full and (ii) the Non-Allocated Existing Commitment of each Extending Lender shall be automatically terminated in full. (d) On the Amendment Effective Date, the Company shall pay (i) to the Administrative Agent, (A) all accrued Commitment Fees (under and as defined in the Existing Credit Agreement) in respect of all Existing Commitments through the Amendment Effective Date, payable on a pro rata basis for the account of each Existing Lender, (B) all accrued Letter of Credit Fees (under and as defined in the Existing Credit Agreement) through the Amendment Effective Date, payable on a pro rata basis for the account of each Existing L/C Issuer and (C) all other outstanding amounts payable to the Existing Lenders pursuant to the Existing Credit Agreement as of the Amendment Effective Date, payable for the account of each applicable Existing Lender and (ii) to the Lead Left Arranger, upfront fees equal to (A) 0.075% of the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or Rolling Commitments on the Amendment Effective Date held by each Existing Lender, payable on a pro rata basis for the account of each such Extending Lender to the extent such Rolling Commitments are allocated to such Extending Lender under the Amended and Restated Credit Agreement as of the Amendment Effective Date, (B) 0.15% of the aggregate principal amount of the Increased Revolving Commitments on the Amendment Effective Date held by each Increasing Lender, payable on a pro rata basis for the account of each such Increasing Lender to the extent such Increased Revolving Commitments are allocated to such Increasing Lender under the Amended and Restated Credit Agreement as of the Amendment Effective Date and (C) 0.15% of the aggregate principal amount of the New Revolving Commitments on the Amendment Effective Date held by each New Lender (if any), payable on a pro rata basis for the account of each such New Lender to the extent such New Revolving Commitments are allocated to such New Lender under the Amended and Restated Credit Agreement as of the Amendment Effective Date. (e) For the avoidance of doubt, on and after the Amendment Effective Date, (i) the A&R Revolving Commitments shall constitute a single Class of Revolving Commitments under the Amended and Restated Credit Agreement and (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, Consenting Lenders and the sum New Lenders shall constitute a single Class of all Swing Line Loans Lenders under the Amended and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Restated Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAgreement.

Appears in 1 contract

Sources: Credit Agreement (Fti Consulting Inc)

Commitments. On the terms Upon and subject to the terms and conditions of this Agreementhereof, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From (i) each Bank (other than a Non-NAIC Bank) agrees from time to time on any Business Day occurring from and after during the Effective Date but prior Availability Period to Issue Syndicated Letters of Credit for the Revolving Loan Commitment Termination Date, account of any Borrower or any Wholly Owned Subsidiary; (aii) each Lender Fronting Bank (other than a Non-NAIC Fronting Bank) agrees from time to time on any Business Day during the Availability Period to Issue Participated Letters of Credit for the account of any Borrower or any Wholly Owned Subsidiary, and each Bank hereby agrees to purchase participations in the obligations of such Fronting Bank under such Participated Letters of Credit (provided that has a the aggregate Stated Amount of Participated Letters of Credit Issued by, and Reimbursement Obligations thereunder owed to, any Fronting Bank shall not exceed any amount separately agreed to by the Parent and such Fronting Bank) ; (iiii) a Revolving Loan Commitment each Bank severally agrees to make loans (referred to as each, a “Revolving Loan Lender”)Loan” and collectively, agrees that it will make loans (relative to such Lender, its the “Revolving Loans”) to any Borrower from time to time on any Business Day during the Borrowers equal Availability Period; and (iv) the Swingline Bank agrees to make loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to any Borrower, from time to time on any Business Day during the period from the Effective Date to but not including the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Bank shall be obligated to make or participate in any Credit Extension if, immediately after giving effect thereto, (w) the Credit Exposure of such Lender’s Revolving Loan Percentage of Bank would exceed its Commitment (provided that Swingline Loans may be made even if the aggregate principal amount of each Borrowing Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans requested made by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate Swingline Bank in its capacity as a Bank outstanding Revolving Loans at such time equals $15,000,000; and and its Letter of Credit Exposure at such time, would exceed the Swingline Bank’s own Commitment at such time), (bx) the Swing Line Lender agrees that it will make loans aggregate Credit Exposure would exceed the aggregate Commitments at such time, (its “Swing Line y) the applicable conditions in Section 3.04 or Section 4.02 are not met or (z) with respect to any Borrowing of Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Revolver Sublimit; provided further that the Swingline Bank shall not make any Swingline Loan Commitment Amount or if any Bank is at that time a Defaulting Bank, unless the Swingline Bank has entered into arrangements, including the delivery of Cash Collateral by such Defaulting Bank, satisfactory to the Swingline Bank (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion) to eliminate the Swingline Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to such Defaulting Bank arising from either the Swingline Loan then proposed to be made or all other Swingline Loans as to which the Swingline Bank has actual or potential Fronting Exposure to such Bank, as it may elect in its sole discretion. Within the foregoing limits, and subject to and on the terms and conditions hereof, the sum of all Swing Line Borrowers may borrow Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter obtain Letters of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amounton a revolving basis.

Appears in 1 contract

Sources: Credit Agreement (ACE LTD)

Commitments. On Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender, severally and not jointly, re-evidenced and/or funded a Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Term Loan Commitment, and all Term Loans under the 2005 Credit Agreement and outstanding on the Closing Date were re-evidenced as Term Loans hereunder, (b) each Revolving Credit Lender agrees, severally and not jointly, to re-evidence and/or fund Revolving Loans to the Borrower, at any time and from time to time after the Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment, and all Revolving Loans and Revolving Credit Commitments under the 2005 Credit Agreement outstanding on the Closing Date were re-evidenced on the Closing Date as Revolving Loans and Revolving Credit Commitments hereunder; provided that notwithstanding the foregoing, and only with respect to Revolving Loans funded on the Closing Date, the Borrower was permitted to request Revolving Loans on the Closing Date to the extent the Borrower had, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Closing Date, (c) each Original Funded L/C Lender, severally and not jointly, re-evidenced and/or funded its Credit-Linked Deposit with the Deposit Bank on the Closing Date in accordance with Section 2.24, and all Credit-Linked Deposits under the 2005 Credit Agreement outstanding on the Closing Date were re-evidenced as Credit-Linked Deposits hereunder, and (d) each New Funded L/C Lender agrees, severally and not jointly, to fund its Credit-Linked Deposit with the Deposit Bank on the Restatement Date in accordance with Section 2.24. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions of this Agreementand limitations set forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, pay or prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted Amounts paid or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount prepaid in respect of all Revolving Term Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period for the Revolving Credit Facility in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment (ii) the Total Revolving Credit Exposure exceeding the total Revolving Commitments, or (iii) a violation of the Borrowing Base Covenants. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments hereunder, each “Revolving Lender” under and as defined in the Existing Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, ​ will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required participations under the Existing Agreement in any outstanding Letters of Credit, in each case in accordance with the Standard Terms and Conditions attached to make any Revolving Loan ifthe Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect theretoto the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the aggregate outstanding principal amount Total Revolving Credit Exposure of all each Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would Lender shall not exceed such Lender’s Revolving Loan Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans and participations in any outstanding Letters of Credit in accordance with such Lender’s Applicable Percentage in respect of the then existing Revolving Loan Commitment Amount. FurthermoreCredit Facility. (b) Subject to the terms and conditions set forth herein, the Swing Line each Term Lender shall severally (and not be permitted or required jointly) agrees to make Swing Line Initial Term Loans if, after giving effect thereto, to the Borrower during the Availability Period for the Term Facility in an aggregate principal amount not to exceed such Term Lender’s Initial Term Loan Commitment. Initial Term Loans (i) shall be funded on the Effective Date in the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or $450,000,000, and (ii) unless otherwise agreed may be funded in up to by two (2) additional Borrowings, each in a minimum amount of $50,000,000, during the Swing Line Lenderperiod commencing on April 1, 2022 and ending on the Initial Term Loan Commitment Expiration Date. Amounts prepaid or repaid in its sole discretionrespect of Initial Term Loans may not be reborrowed. The aggregate Initial Term Loan Commitment shall automatically reduce immediately upon and in the principal amount of each Initial Term Loan made hereunder, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving any remaining Initial Term Loan Percentage Commitments of the aggregate amount of Letter of Credit Outstandings would exceed Term Lenders shall terminate on the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Initial Term Loan Commitment AmountExpiration Date.

Appears in 1 contract

Sources: Credit Agreement (ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day occurring from and after during the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayAvailability Period; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required obligated to make any Revolving Loan if, immediately after giving effect theretothereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the aggregate Borrower may borrow, repay and reborrow Revolving Loans. (b) Subject to and upon the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent, which shall promptly notify the Lenders, not less than five Business Days prior to the Commitment Termination Date, convert all Revolving Loans outstanding as of the close of business on the Commitment Termination Date into Term Loans (the “Term-Out Option”), provided that the applicable conditions in Section 3.2 have been satisfied, both immediately before and after giving effect to the conversion of such Revolving Loans. The Terms Loans of each Lender (i) shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type, and (ii) shall not exceed in initial principal amount for such Lender an amount which equals the total principal amount of all Revolving Loans of owed to such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage Lender and outstanding as of the aggregate amount close of all Swing Line business on the Commitment Termination Date. Once repaid, Term Loans may not be reborrowed. (c) The Swingline Lender agrees, subject to and Letter on the terms and conditions of Credit Outstandingsthis Agreement, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermoreto make loans (each, a “Swingline Loan,” and collectively, the Swing Line Lender “Swingline Loans”) to the Borrower, from time to time on any Business Day during the Availability Period in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, provided that no Borrowing of Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, (ix) the aggregate outstanding principal amount Credit Exposure of all Swing Line Loans any Lender (other than the Swingline Lender) would exceed its Commitment at such time, (y) the Aggregate Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount aggregate Commitments at such time or (iiz) a default of any Lender’s obligations to fund under Section 2.2(d) or (e) exists or any Lender is at such time an Impacted Lender hereunder, unless otherwise agreed the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to by eliminate the Swing Line Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in its sole discretionsuch Swingline Loan in an amount equal to such Lender’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the sum Borrower may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to Section 2.2(e)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Unum Group)

Commitments. On the terms and subject to the conditions of this AgreementAgreement (including Article VI), each Lender severally (or in the case of Swing Line Loans, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Lender) agrees that it will, from time to time on any Business Day occurring from and after the Effective Date but and prior to the Revolving Loan Commitment Termination Date,: (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make revolving loans (relative to such Lender, its other than Swing Line Loans) in Available Currencies (“Revolving Loans”) to the Borrowers any Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each the Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayBusiness Day, all in accordance with Section 3.1; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if if, after giving effect thereto: (i) such Lender’s Outstanding Credit Extensions would exceed its Credit Commitment Amount; or (ii) the aggregate outstanding Revolving Loans at such time equals $15,000,000; andOutstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount; (b) the Swing Line Lender agrees that it will make loans in Available Currencies (its “Swing Line Loans”) to the Borrowers any Borrower equal to the principal amount of the Swing Line Loan requested by such Borrower; provided that the Borrowers Swing Line Lender shall not be required to be made on such daymake any Swing Line Loan if, after giving effect thereto, the aggregate outstanding Dollar Amount of the principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount; and (c) purchase participation interests in Available Currencies equal to its Percentage in each Letter of Credit issued upon the application of any Borrower pursuant to Section 3.2; provided that no Issuer shall issue a Letter of Credit if, after giving effect thereto: (i) the aggregate Letter of Credit Outstandings would exceed the then Letter of Credit Limit; or (ii) the aggregate Outstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loansmay apply for, extinguish or reimburse drawings made under and re-apply for Letters of Credit. No Revolving Loan Lender For purposes of this Section 2.1, the Dollar Amount on any date of any Credit Extension denominated in an Available Currency (other than Dollars) shall be permitted or required to make any Revolving Loan ifcalculated based upon the spot rate at which Dollars are offered on such day for such Available Currency which appears on Teleratethe Reuters Screen LIBOR01 Page 261 at approximately 11:00 a.m., after giving effect theretoLondon time, the aggregate outstanding principal amount of all Revolving Loans (and if such spot rate is not available on Teleratethe Reuters Screen LIBOR01 Page 261 as of such Revolving Loan Lendertime, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to spot rate as quoted by the Swing Line LenderScotiabank, in its sole discretionLondon at approximately 11:00 a.m., the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLondon time).

Appears in 1 contract

Sources: Credit Agreement (Ingram Micro Inc)

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders Lenders, the Issuer and the Issuers Loan Note Guarantor severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. 2.1.1 Revolving Loan Commitment, Swing Line Loan Commitment and Swing Line Other Currency Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a "Revolving Loan Lender”), ") agrees that it will make loans (relative to such Lender, its "Revolving Loans") in Dollars to the Borrowers equal to such Lender’s Revolving Loan 's Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers such Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and; (b) the Swing Line Lender agrees that it will make loans (its "Swing Line Loans") in Dollars to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers such Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its "Swing Line Loan Commitment"; and (c) the Other Currency Lender agrees that it will make loans (its "Other Currency Loans") in Other Currency to the Borrowers equal to the principal amount of the Other Currency Loan requested by such Borrower to be made on such day. The Commitment of the Other Currency Lender described in this clause is herein referred to as its "Other Currency Loan Commitment". On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans, Swing Line Loans and Swing Line Other Currency Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan LenderLender (without giving effect to amounts used for the U.K. Refinancing), together with such Lender’s Revolving Loan 's Percentage of the aggregate amount of all Swing Line Loans and Loans, Letter of Credit Outstandings, Loan Note Guaranty Obligations and Other Currency Loans, would exceed such Lender’s Revolving Loan 's Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender (without giving effect to amounts used for the U.K. Refinancing) plus the Swing Line Lender’s Revolving Loan 's Percentage of the aggregate amount of Letter of Credit Outstandings plus the Swing Line Lender's Percentage of the aggregate amount of Other Currency Loans plus the Swing Line Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Swing Line Lender’s 's Percentage of the then existing Revolving Loan Commitment Amount. Additionally, the Other Currency Lender shall not be required to make Other Currency Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Other Currency Loans would exceed the then existing Other Currency Loan Commitment Amount or (ii) unless otherwise agreed to by the Other Currency Lender, in its sole discretion, the sum of all Other Currency Loans and Revolving Loans made by the Other Currency Lender (without giving effect to amounts used for the U.K. Refinancing) plus the Other Currency Lender's Percentage of the aggregate amount of Letter of Credit Outstandings plus the Other Currency Lender's Percentage of the aggregate amount of all Swing Line Loans plus the Other Currency Lender's Percentage of the aggregate amount of all Loan Note Guaranty Obligations would exceed the Other Currency Lender's Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement (Chesapeake Corp /Va/)

Commitments. On Subject to the terms and conditions herein set forth, each Lender agrees, severally and not jointly, (a) to make an Initial Term Loan to the US Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment, (b) to make up to 4 (or such greater number as the Administrative Agent may agree to) Delayed Draw Term Loans to the US Borrower on or prior to the Delayed Draw Expiration Date in a principal amount not to exceed such Lender’s Delayed Draw Term Commitment in effect at such time, (c) to make Revolving Loans to the Borrowers, at any time and from time to time on and 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 such Lender’s Revolving Credit Commitment or the Revolving Credit Exposure attributable to the Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit; provided, however, that the aggregate principal amount of Revolving Loans and Swingline Loans made on the Closing Date shall not exceed $200,000,000 and (d) to make a Second-Lien Loan to the US Borrower on the Closing Date in a principal amount not to exceed its Second-Lien Commitment. Within the limits set forth in clause (c) of the preceding sentence and subject to the terms, conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as limitations set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereofherein, the Borrowers may from time to time borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Second-Lien Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (Univision Communications Inc)

Commitments. On (a) Subject to the terms and subject conditions set forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make term loans (the “Initial Term Loans”) to the conditions of this Agreement, Borrower on the Lenders and the Issuers severally agree Closing Date in Dollars in a principal amount not to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving exceed its Initial Term Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (aii) each Initial Revolving Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”)severally, and not jointly, agrees that it will to make revolving loans (relative to such Lender, its the Initial Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans Borrower in Dollars or any Alternate Currency as may be requested by the Borrowers Borrower, at any time and from time to be made time on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such dayInitial Revolving Lender in accordance with the terms hereof; provided that, prior 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. Within the foregoing limits and subject to the Acquisition Dateterms, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding conditions and limitations set forth herein, (x) Revolving Loans at such time equals $15,000,000; anddenominated in Dollars may consist of ABR Loans, LIBO Rate Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (y) Revolving Loans denominated in any Alternate Currency shall consist of LIBO Rate Loans, and may be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) Subject to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereofof this Agreement and any applicable Refinancing Amendment, the Borrowers may from time to time borrowExtension Amendment, prepay or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required not jointly, agrees to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Additional Loans of such Revolving Loan LenderClass to the Borrower, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line which Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted 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 required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountIncremental Facility Amendment.

Appears in 1 contract

Sources: Credit Agreement (Definitive Healthcare Corp.)

Commitments. On (%3) Subject to the terms and conditions set forth herein, each (%5) US Dollar Tranche Revolving Lender agrees to make US Dollar Tranche Revolving Loans denominated in US Dollars to the Company, LOHLP, MFE and any Additional Borrower borrowing in US Dollars, (%5) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in US Dollars to the Company, LOHLP, MFE and any Additional Borrower borrowing in US Dollars, (%5) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Canadian Dollars to CRHC, (%5) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Pounds Sterling to VSUK, (%5) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in any other Permitted Foreign Currency with respect to the Multicurrency Tranche Revolving Commitments to the applicable Borrower, and (vi) Lenders of any other Class agree to make Loans of such Class to the applicable Borrower in any Permitted Foreign Currency permitted with respect to such Class (or, if permitted under such Class of Commitments, in US Dollars) in each case from time to time during the Availability Period in an aggregate principal amount that (after giving effect to the making of such Revolving Loans and any other Loans being [[NYCORP:3477056v9:3104W: 07/18/2014--12:20 AM]] made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements) will not result in (A) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (B) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Revolving Commitments, (C) the sum of the total US Dollar Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by US Dollar Tranche Revolving Lenders exceeding the total US Dollar Tranche Revolving Commitments, (D) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders exceeding the total Multicurrency Tranche Revolving Commitments, (E) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Canadian Dollars exceeding CAD100,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (F) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Pounds Sterling exceeding £50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (G) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in any other Permitted Foreign Currency exceeding the amount set forth in the applicable effective Additional Currency Agreement or such greater amount resulting from an increase pursuant to Section 2.08(d), (H) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of outstanding Competitive Loans of such Class exceeding the total Commitments of such Class and (I) the sum of the total Revolving Exposures of such Class plus the aggregate principal amount of Competitive Loans of such Class, in each case denominated in any Permitted Foreign Currency with respect to such Class, exceeding any limitation set forth in the applicable Incremental Facility Agreement, Local Facility Amendment or Additional Currency Agreement. (a) Within the foregoing limits and subject to the terms and conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereofherein, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (L Brands, Inc.)

Commitments. On Subject to the terms and conditions set ----------- forth herein, each Lender agrees (a) to make a Deferred Term Loan to the Borrower on the Amendment Effective Date in a principal amount not exceeding its Deferred Term Commitment, (b) to make Delayed Draw I Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw I Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw I Commitment, (c) to make Delayed Draw II Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw II Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw II Commitment and (d) to make Revolving Loans to the 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 such Lender's Revolving Commitment; provided that (i) any Delayed Draw I Borrowing, Delayed Draw II Borrowing, -------- Deferred Term Borrowing or Revolving Borrowing shall not result in the Total Exposure exceeding the Borrowing Base then in effect, (ii) the Borrower shall not be permitted to make more than four Delayed Draw I Borrowings that increase the aggregate principal amount of Delayed Draw I Borrowings outstanding and (iii) the Borrower shall not be permitted to make more than six Delayed Draw II Borrowings that increase the aggregate principal amount of Delayed Draw II Borrowings outstanding. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount Amounts repaid in respect of all Revolving Term Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (Advance Stores Co Inc)

Commitments. On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Closing Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a "Revolving Loan Lender"), agrees that it will make loans (relative to such Lender, its "Revolving Loans") to the Borrowers Borrower equal to such Lender’s 's Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers Borrower to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s 's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Revolving Letter of Credit Outstandings, would exceed such Lender’s 's Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. SECTION 2.1.2. FurthermoreRevolving Letters of Credit. From time to time on any Business Day occurring from the Closing Date but thirty days prior to the Revolving Loan Maturity Date, each Issuer agrees that it will, to the Swing Line Lender extent requested by the Borrower, (a) issue one or more letters of credit (relative to such Issuer, its "Revolving Letter of Credit") for the account of the Borrower or any Subsidiary Guarantor in the Stated Amount requested by the Borrower on such day; or (b) extend the Stated Expiry Date of an existing Revolving Letter of Credit previously issued hereunder. The Stated Expiry Date of each Revolving Letter of Credit shall not be no later than the earlier to occur of (i) five Business Days before the Revolving Loan Commitment Termination Date and (ii) one year from the date of such issuance or extension. Any Revolving Letter of Credit may provide for automatic renewal thereof for additional periods of up to 12 months so long as no Revolving Letter of Credit will, in any event, have a Stated Expiry Date that is later than five Business Days before the Revolving Loan Commitment Termination Date. No Issuer shall be permitted or required to make Swing Line Loans issue any Revolving Letter of Credit if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage Letter of Credit Commitment Amount or (ii) the sum of the aggregate amount of all Revolving Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans then existing outstanding would exceed the Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement (Champion Enterprises Inc)

Commitments. On (a) Subject to the terms and subject to conditions and relying upon the conditions of this Agreement, the Lenders representations and the Issuers severally agree to make Credit Extensions as warranties herein set forth below.forth: SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a each Revolving Loan Commitment Lender severally agrees to make loans (referred to as each, a “Revolving Loan Lender”)Loan” and, agrees that it will make loans (relative to such Lendercollectively, its the “Revolving Loans”) to the Borrowers equal Borrower at any time and from time to time from the 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 of Revolving Loans at any time outstanding not to exceed the lesser of (A) the amount of such Lender’s Revolving Loan Percentage Credit Commitment, and (B) the amount of such Lender’s Pro Rata Share of the then extant Borrowing Base; (ii) each Term Loan Lender severally agrees to make a term loan (collectively, the “Term Loan”) to the Borrower on the Effective Date, in an aggregate principal amount equal to the amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Lender’s Term Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000Commitment; and (biii) the Swing Line each Delayed Draw Term Loan Lender severally agrees that it will to make term loans (its each a Swing Line Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms Borrower at any time and subject to the conditions hereof, the Borrowers may from time to time borrowfrom the Effective Date to the Delayed Draw Term Loan Commitment Expiry Date, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving or until the earlier reduction of its Delayed Draw Term Loan Lender shall be permitted or required Commitment to make any Revolving Loan ifzero in accordance with the terms hereof, after giving effect thereto, in an amount requested by the aggregate outstanding principal amount of all Revolving Loans of Borrower not to exceed such Revolving Delayed Draw Term Loan Lender’s Pro Rata Share of (A) the Delayed Draw Term Loan Amount, together with such Lender’s Revolving Loan Percentage of minus (B) the aggregate amount of all Swing Line Delayed Draw Term Loans and Letter of Credit Outstandingspreviously made hereunder (without regard to any repayment or prepayment thereof). (b) Notwithstanding the foregoing, would exceed such Lender’s Revolving Loan Percentage Loans” (as defined in the Original Financing Agreement) outstanding under the Original Financing Agreement on the Effective Date, if any (the “Existing Revolving Loans”) shall be converted into Revolving Loans hereunder, it being understood that no repayment of the then existing Existing Revolving Loan Commitment AmountLoans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Any Revolving Loans made pursuant to the conversion of any Existing Revolving Loans into Revolving Loans shall be deemed made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage Lenders proportionately to their Pro Rata Shares of the aggregate amount of Letter of Total Revolving Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountCommitment.

Appears in 1 contract

Sources: Financing Agreement (PRG Schultz International Inc)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's Exposure exceeding such Lender's Commitment or (ii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the aggregate principal amount of all Swingline Loans made by the Swingline Lender then outstanding under this Agreement exceeding the Swingline Lender's Swingline Commitment, (ii) the aggregate principal amount of all Swingline Loans then outstanding under this Agreement exceeding $200,000,000 (the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iv) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (c) Subject to the terms and conditions set forth herein, the LC Bank agrees to issue Letters of Credit and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (i) the aggregate LC Outstandings under this Agreement exceeding $500,000,000, (ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Swingline Loans and Letter request the issuance of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Letters of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountCredit.

Appears in 1 contract

Sources: Revolving Credit Agreement (Nisource Inc/De)

Commitments. On the terms and subject to the conditions of this AgreementAgreement (including Article VI), each Lender severally (or in the case of Swing Line Loans, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Lender) agrees that it will, from time to time on any Business Day occurring from and after the Effective Date but and prior to the Revolving Loan Commitment Termination Date,: (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make revolving loans (relative to such Lender, its other than Swing Line Loans) in Available Currencies (“Revolving Loans”) to the Borrowers any Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each the Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayBusiness Day, all in accordance with Section 3.1; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if if, after giving effect thereto: (i) such Lender’s Outstanding Credit Extensions would exceed its Credit Commitment Amount; or (ii) the aggregate outstanding Revolving Loans at such time equals $15,000,000; andOutstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount; (b) the Swing Line Lender agrees that it will make loans in Available Currencies (its “Swing Line Loans”) to the Borrowers any Borrower equal to the principal amount of the Swing Line Loan requested by such Borrower; provided that the Borrowers Swing Line Lender shall not be required to be made on such daymake any Swing Line Loan if, after giving effect thereto, the aggregate outstanding Dollar Amount of the principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount; and (c) purchase participation interests in Available Currencies equal to its Percentage in each Letter of Credit issued upon the application of any Borrower pursuant to Section 3.2; provided that no Issuer shall issue a Letter of Credit if, after giving effect thereto: (i) the aggregate Letter of Credit Outstandings would exceed the then Letter of Credit Limit; or (ii) the aggregate Outstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loansmay apply for, extinguish or reimburse drawings made under and re-apply for Letters of Credit. No Revolving Loan Lender For purposes of this Section 2.1, the Dollar Amount on any date of any Credit Extension denominated in an Available Currency (other than Dollars) shall be permitted or required to make any Revolving Loan ifcalculated based upon the spot rate at which Dollars are offered on such day for such Available Currency which appears on Telerate Page 261 at approximately 11:00 a.m., after giving effect theretoLondon time, the aggregate outstanding principal amount of all Revolving Loans (and if such spot rate is not available on Telerate Page 261 as of such Revolving Loan Lendertime, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to spot rate as quoted by the Swing Line LenderScotia Capital, in its sole discretionLondon at approximately 11:00 a.m., the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLondon time).

Appears in 1 contract

Sources: Credit Agreement (Ingram Micro Inc)

Commitments. On (a) Subject to the terms and conditions set forth herein, and in Amendment No. 2, (i) each Amendment No. 2 Term Lender severally, and not jointly, agrees to make Amendment No. 2 Term Loans to the Borrower on the Amendment No. 2 Closing Date in a principal amount not to exceed its Amendment No. 2 Term Loan Commitment as of the Amendment No. 2 Closing Date and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars or Euros at any time and from time to time on and after the 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 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 Credit Exposure shall not exceed such 2024 Refinancing Revolving Lender’s 2024 Refinancing Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as limitations set forth below. SECTION 2.1.1herein, (x) amounts repaid or prepaid in respect of the Amendment No. Revolving Loan Commitment 2 Term Loans may not be reborrowed (it being understood, however, that prepayments will be taken into account for purposes of clause (d) of the definition of “Incremental Cap”) and Swing Line Loan Commitment. From time to time on any Business Day occurring from (y) the Borrower may borrow, pay or prepay and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “reborrow Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and. (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) Subject to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject 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 the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow make Additional Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Additional Term Loans of such Revolving Loan LenderClass to the Borrower, together with which Loans shall not exceed for any such Lender’s Revolving Loan Percentage Lender at the time of any incurrence thereof the aggregate amount Additional Commitment of all Swing Line Loans and Letter such Class of Credit Outstandingssuch Lender as set forth in the applicable Refinancing Amendment, would exceed such Lender’s Revolving Loan Percentage Extension Amendment or Incremental Facility Amendment. For the avoidance of the then existing Revolving Loan Commitment Amount. Furthermoredoubt, the Swing Line Lender Amendment No. 2 Term Loans shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (igoverned by Section 2.01(a) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountrather than this Section 2.01(b).

Appears in 1 contract

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

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a "Revolving Loan Commitment Loan," and Swing Line Loan Commitment. From collectively, the "Revolving Loans") to the Borrower, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan , in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees over its Letter of Credit Exposure at such time, provided that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount no Borrowing of the Swing Line Loan requested by the Borrowers to Revolving Loans shall be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, immediately after giving effect thereto, the sum of (x) the aggregate outstanding principal amount of all Revolving Loans outstanding at such time and (y) the aggregate Letter of Credit Exposure of all Lenders at such Revolving Loan Lender, together with time and (z) the aggregate principal amount of Swingline Loans outstanding at such Lender’s Revolving Loan Percentage of time (excluding the aggregate amount of all Swing Line any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate 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, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in any aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit OutstandingsExposure at such time, would may exceed its Commitment at such Lender’s Revolving Loan Percentage time, but provided that no Borrowing of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, the sum of (ix) the aggregate outstanding principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Swing Line Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed aggregate Commitments at such time. Subject to by and on the Swing Line Lender, in its sole discretionterms and conditions of this Agreement, the sum Borrower may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to SECTION 2.2(E)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (St Joe Co)

Commitments. On Subject to the terms and subject to conditions and relying upon the conditions of this Agreementrepresentations and warranties herein set forth, the Lenders each applicable Lender agrees, severally and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,not jointly: (a) each to make Revolving Loans to Borrower, at any time and from time to time after the Closing Date 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 has a will not result in (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage Credit Exposure exceeding such Lender’s Revolving Credit Commitment or (ii) the Aggregate Revolving Credit Exposures exceeding the lesser of (x) the aggregate amount of each Total Revolving Credit Commitments and (y) the Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andBase. (b) If the Swing Line Lender agrees that it will make loans Aggregate Revolving Credit Exposures exceed the Borrowing Base (its Swing Line LoansOveradvance”) at any time, the excess amount shall be payable by the Borrower within one Business Day after demand by the Administrative Agent, but all such excess Revolving Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by the Required Lenders, the Administrative Agent may require the Lenders to honor requests for Overadvances and to forbear from requiring the Borrower to cure an Overadvance, when no other Event of Default is known to the Borrowers Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvances are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed, when taken together with all Protective Advances, an amount equal to the principal amount 10% of the Swing Line Loan requested by greater of (x) the Borrowers Total Revolving Credit Commitments and (y) the Borrowing Base. Notwithstanding the foregoing, in no event shall Overadvances be required or permitted that would cause the (A) the Revolving Credit Exposure of any Lender to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Credit Commitment or (B) the sum of the then existing Aggregate Revolving Loan Commitment AmountCredit Exposures to exceed the Total Revolving Credit Commitments. Furthermore, the Swing Line Lender Any funding of an Overadvance or sufferance of an Overadvance shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to constitute a waiver by the Swing Line LenderAdministrative Agent or the Lenders of the Event of Default caused thereby. In no event shall the Borrower or any other Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. At the Administrative Agent’s discretion, Overadvances made under this Section 2.01(b) may be made in the form of Swingline Loans or in accordance with Section 2.22. (c) The Administrative Agent shall be authorized, in its sole discretion, the sum of all Swing Line at any time that any conditions in Section 4.02 are not satisfied, to make Revolving Loans and (any such Revolving Loans made pursuant to this Section 2.01(c) the “Protective Advances”) (a) up to an aggregate amount outstanding at any time, together with all Overadvances, of 10% of the greater of (x) the Total Revolving Credit Commitments and (y) the Borrowing Base, if the Administrative Agent reasonably deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; or (b) to pay any other amounts chargeable to Loan Parties under any Loan Documents, including costs, fees and expenses. Protective Advances shall constitute Obligations secured by the Swing Line Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Advance, each Lender plus shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Administrative Agent a risk participation in such Protective Advance in an amount equal to the product of such applicable Lender’s Pro Rata Percentage times the amount of such Protective Advance. The Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. In no event shall Protective Advances cause such Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would Exposure, to exceed the Swing Line such Lender’s Commitment. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLoans.

Appears in 1 contract

Sources: Abl Credit Agreement (Quorum Health Corp)

Commitments. On (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth. (i) (A) each Revolving Loan Lender severally agrees to make the Initial Revolving Loan to the Borrower on the Effective Date, and (B) at any time and from time to time from the Effective Date to the Final Revolver Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, Borrower may request in the manner set forth in this Section 2, and any Lender may, in its absolute and sole discretion, agree to extend, additional Revolving Loans in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Credit Commitment or its Pro Rata Share of the then extant Borrowing Base; and (ii) each Term Loan Lender severally agrees to make its portion of the Term Loan to the Borrower on the Term Loan Funding Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. (b) Notwithstanding the foregoing, (i) the aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (A) the Total Revolving Credit Commitment and (B) the then current Borrowing Base. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Revolver Maturity Date. Within the foregoing limits, the Borrower may borrow (subject, except for the Initial Revolving Loan, to the Lenders’ approval to extend such Revolving Loan in the Lenders’ sole and absolute discretion), repay and reborrow (subject to the conditions of this AgreementLenders’ approval to extend such Revolving Loan in the Lenders’ sole and absolute discretion), the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time Loans, on any Business Day occurring from and or after the Effective Date but and prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Final Revolver Maturity Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereofterms, provisions and limitations set forth herein. Anything to the contrary in this Agreement notwithstanding, the Borrowers Administrative Agent may, and, at the request of the Required Lenders, shall create reserves against the Borrowing Base or reduce one or more of the percentages set forth in the definition of Borrowing Base with respect to the stated categories of oil and gas reserves (in either case without declaring an Event of Default) as the Administrative Agent determines, in its reasonable judgment (from the perspective of an asset-based lender), as being appropriate to reflect impediments to the Collateral Agent’s ability to realize upon the Collateral or impairments or reductions to the value of the Collateral (in each case, an “Agent Reserve”, and collectively, the “Agent Reserves”). Without limiting the generality of the foregoing, Agent Reserves may include (but are not limited to) reserves based upon (A) past due or accrued taxes or other governmental charges, including ad valorem, personal property and other taxes which may have priority over the Liens or security interests of the Collateral Agent in the Collateral; (B) Liens in favor of third Persons, including, without limitation, any Governmental Authority (whether or not such Liens are Permitted Liens; (C) estimates of present and future costs, expenses, deposits and liabilities related to the plugging and abandonment of the Oil and Gas Properties (net of the amount thereof which has been taken into account in the most recent Reserve Report or is fully secured by an escrow arrangement acceptable to the Administrative Agent); (D) without duplication of the foregoing, amounts owing by the Borrower to any Person, including, without limitation, any Governmental Authority, to the extent secured by a Lien (whether or not such Lien is a Permitted Lien) on, or trust (constructive or otherwise) over, any of the Collateral (including proceeds thereof or collections from the sale of Hydrocarbons which may from time to time borrowcome into the possession of any of the Lenders or their agents), prepay which Lien or trust, in the reasonable determination of the Administrative Agent (from the perspective of an asset-based lender), has a reasonable possibility of having a priority superior to the Collateral Agent’s Liens (such as landlord liens, ad valorem taxes, production taxes, severance taxes, sales taxes, collections attributable to sale of Hydrocarbons of Persons other than the Borrower or its Subsidiaries) in and reborrow Revolving Loans to such item of Collateral, proceeds or collection; and Swing Line Loans(E) to the extent not taken into account in the most recent Reserve Report delivered to the Agents, amounts which the Administrative Agent reasonably determines are appropriate to account for interests of Persons other than the Loan Parties and natural gas imbalances of the Loan Parties. No Revolving Loan Lender The Borrower and the Agents understand and agree that any amount of Agent Reserves shall not be considered a disbursement bearing interest hereunder, but rather shall be permitted or required to make any Revolving Loan if, after giving effect thereto, an amount that is not available for borrowing by the Borrower; and (ii) The aggregate outstanding principal amount of all Revolving Loans of such Revolving the Term Loan Lender, together with such Lender’s Revolving made on the Term Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Funding Date shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) exceed the aggregate outstanding Total Term Loan Commitment. Any principal amount of all Swing Line Loans would exceed the then existing Swing Line Term Loan Commitment Amount which is repaid or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountprepaid may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Imperial Petroleum Inc)

Commitments. On (a) Subject to the terms and conditions set forth herein, (i) each Initial Revolving Lender holding an Initial Revolving Credit Commitment severally agrees to make Initial Revolving Loans to the Borrower in dollars from time to time during the Initial Revolving Availability Period in an aggregate principal amount that will not result in such Initial Revolving Lender’s aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit Commitment, (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceed the Revolving Credit Commitments then in effect. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans. Each Revolving Lender’s Revolving Credit Commitment shall expire on the applicable Revolving Facility Maturity Date, and all Revolving Loans and Swing Line Loansall other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such date. (b) Subject to the terms and conditions set forth herein (i) each Initial Term A Lender severally agrees to make Initial Term A Loans to the Borrower in dollars during the Initial Term A Availability Period in an amount not to exceed such Initial Term A Lender’s Initial Term A Loan Commitment, and (ii) each Incremental Term Loan Lender with an Incremental Term Loan Commitment agrees to make Incremental Term Loans to the Borrower in dollars on the relevant borrowing date or during the relevant availability period in an amount equal to such Lender’s applicable Incremental Term Loan Commitment. No Revolving All such Term Loans shall be made on the applicable date by making immediately available funds available to the Administrative Agent’s designated account or to such other account or accounts as may be designated in writing to the Administrative Agent by the Borrower, not later than the time specified by the Administrative Agent. The full amount of the Initial Term A Loan Commitments may be drawn in three separate drawings during the Initial Term A Availability Period. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On each date of incurrence of any Initial Term A Loans (and after giving effect to the incurrence thereof), the Initial Term A Loan Commitment of each Initial Term A Lender shall be permitted or required to make any Revolving reduced by the aggregate principal amount of the Initial Term A Loan ifmade by such Initial Term A Lender on such date. In addition, on the last day of the Initial Term A Availability Period (after giving effect theretoto any incurrence of Initial Term A Loans on such day), the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Initial Term A Loan Commitment Amount. Furthermore, the Swing Line of each Initial Term A Lender shall terminate (to the extent not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amounttheretofore terminated).

Appears in 1 contract

Sources: Credit Agreement (Roku, Inc)

Commitments. On Subject to the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,herein: (a) each Lender having a Term Loan Commitment agrees to acquire or maintain Existing Term Loans and/or make additional Term Loans to the Borrower on the Restatement Effective Date such that has a the aggregate principal amount of Term Loans held by such Lender (after giving effect thereto) shall not exceed its Term Loan Commitment; (b) each Lender agrees to make Revolving Facility Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Loans requested by Facility Credit Exposure exceeding the Borrowers to be made on such day; provided that, prior to total Revolving Facility Commitments. Within the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans Facility Loans; and (c) each Lender having an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment agrees, subject to the terms and Swing Line Loans. No Revolving Loan Lender shall be permitted or required conditions set forth in the applicable Incremental Assumption Agreement, to make any Incremental Term Loans and/or Incremental Revolving Facility Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan ifCommitment or Incremental Revolving Facility Commitment, after giving as the case may be. In order to effect theretothe foregoing, each Existing Lender hereby irrevocably sells and assigns, without recourse, to each Lender (other than the Existing Lenders) and each Lender hereby irrevocably purchases and assumes from the Existing Lenders, without recourse, as of the Restatement Effective Date, such Lender’s (i) ratable share of the aggregate outstanding principal amount of all Revolving the Existing Term Loans held by such Existing Lender as of such Revolving Loan Lender, together with the Restatement Effective Date based on such Lender’s percentage of the total Term Loan Commitments and (ii) Revolving Loan Facility Percentage of the aggregate amount Existing Revolving Credit Commitments held by such Existing Lender as of all Swing Line the Restatement Effective Date. Interest and fees with respect to the Existing Term Loans and Letter of the Existing Revolving Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Commitments accruing prior to the Restatement Effective Date shall be for the account of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountExisting Lenders.

Appears in 1 contract

Sources: Credit Agreement (Hughes Communications, Inc.)

Commitments. On (a) Subject to the terms and subject conditions hereof, each ----------- Revolving Credit Lender severally agrees to make revolving credit loans (each, a "Revolving Credit Loan") to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Borrower from time to time on prior to the ---------------------- Revolving Credit Termination Date in an aggregate principal amount at any Business Day occurring from one time outstanding which, when added to such Lender's Revolving Credit Percentage of the L/C Obligations and after the Effective Date but outstanding principal amount of the Swingline Loans, does not exceed the amount of such Lender's Revolving Credit Commitment. Prior to the Revolving Credit Termination Date, the Borrower may use the Revolving Credit Commitments by borrowing, prepaying Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. At no time shall the sum of (i) the outstanding Revolving Credit Loans, (ii) the L/C Obligations and (iii) the outstanding Swingline Loans exceed the Total Revolving Credit Commitments. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time prior to the Revolving Loan Commitment Credit Termination Date, , one or more revolving loans (aeach a "Swingline Loan" and, collectively, the "Swingline Loans") each Lender that has a to the Borrower, which Swingline Loans (i) a Revolving Loan Commitment shall be made and maintained as Base Rate Loans, (referred to as a “Revolving Loan Lender”)ii) may be repaid and reborrowed in accordance with the provisions hereof, agrees that it will make loans (relative to such Lenderiii) shall not exceed in aggregate principal amount at any time outstanding, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of when combined with the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all outstanding Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Credit Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermoreall L/C Obligations, the Swing Line Total Revolving Credit Commitments and (iv) shall not exceed $4,000,000 in aggregate principal amount at any time outstanding. Notwithstanding anything to the contrary contained in this Section 2.1(b), (x) -------------- the Swingline Lender shall not be permitted or required obligated to make Swing Line any Swingline Loan at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate its risk with respect to each Defaulting Lender's participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's Revolving Credit Percentage of the outstanding Swingline Loans if, after giving effect thereto, and (iy) the aggregate outstanding principal amount Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of all Swing Line Loans would exceed rescission of each such notice from the then existing Swing Line Loan Commitment Amount party originally delivering such notice or (iiII) unless otherwise agreed to of the waiver by the Swing Line LenderRequired Lenders or cure of such Default. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the sum Revolving Credit Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more borrowings of Revolving Credit Loans (provided that such notice shall be deemed to have been -------- automatically given upon the occurrence of a Default under Section 9 or upon the --------- exercise of any of the remedies provided in the last paragraph of Section 9), in --------- which case one or more borrowings of Revolving Credit Loans constituting Base Rate Loans (each such borrowing, a "Mandatory Borrowing") shall be made on the ------------------- immediately succeeding Business Day by all Swing Line Loans Revolving Credit Lenders pro rata based on each such Lender's Revolving Credit Percentage and Revolving Loans made the proceeds thereof shall be applied directly by the Swing Line Swingline Lender plus to repay the Swing Line Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make Revolving Credit Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum borrowing requirements otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether --------- a Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Credit Commitments at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of any bankruptcy, insolvency or reorganization proceeding with respect to the Borrower), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Credit Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Percentages; provided that (x) all interest payable on the Swingline -------- Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Credit Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Credit Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Each Term Lender will make a single term loan (each a "Term Loan") on --------- the Tender Offer Expiration Date in such Lender’s Revolving Loan 's Term Percentage of $40,000,000. (e) Revolving Credit Loans may be, and Term Loans may be divided into portions which are, Eurodollar Loans or Base Rate Loans, in each case as selected by the aggregate amount of Letter of Credit Outstandings would exceed Borrower and notified to the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAdministrative Agent pursuant to Section 2.2 or 4.

Appears in 1 contract

Sources: Credit Agreement (Grubb & Ellis Co)

Commitments. On (a) Each Term Loan Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment a loan (each, a “Term Loan,” and Swing Line collectively, the “Term Loans”) to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment. From No Term Loans shall be made at any time after the Closing Date. To the extent repaid, Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of 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 occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Credit Termination Date, (a) each Lender , provided that has a (i) a no Borrowing of Revolving Loan Commitment Loans shall be made if, immediately after giving effect thereto (referred and to as a “any concurrent repayment of Swingline Loans with proceeds of Revolving Loan Lender”Loans made pursuant to such Borrowing), agrees (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time and (ii) the aggregate principal amount of Borrowings of Revolving Loans that it will may be made on the Closing Date shall be no more than $25,000,000. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (relative to such Lendereach, its a Revolving Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers equal Borrower, from time to such Lender’s time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Loan Percentage of Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of each Borrowing Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans requested made by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Swingline Lender in its capacity as a Revolving Loan Credit Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (and its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit OutstandingsExposure at such time, would exceed such the Swingline Lender’s own Revolving Loan Percentage Credit Commitment at such time, but provided that no Borrowing of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Swingline Loans shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, (iy) the aggregate outstanding principal amount Revolving Credit Exposure of all Swing Line Loans any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed aggregate Revolving Credit Commitments at such time. Subject to by and on the Swing Line Lender, in its sole discretionterms and conditions of this Agreement, the sum Borrower may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to Section 2.2(e)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Symmetry Medical Inc.)

Commitments. On Subject to the terms and subject to the conditions of this Agreementset forth herein, the Lenders each Lender (severally and the Issuers severally agree not jointly) agrees to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Loans to each Borrower from time to time on during the Availability Period in an aggregate principal amount that will not result (after giving effect to any Business Day occurring from and after the Effective Date but prior application of proceeds of such Borrowing pursuant to the Revolving Loan Commitment Termination Date,Section 2.10) in: (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on Credit Exposure exceeding such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andLender’s Commitment; (b) the Swing Line Lender agrees that it will make loans aggregate Company Revolving Credit Exposure of all Lenders exceeding the Company Sublimit; (its “Swing Line Loans”c) to the Borrowers equal to aggregate CTWS Revolving Credit Exposure of all Lenders exceeding the principal amount CTWS Sublimit; (d) the aggregate SJWC Revolving Credit Exposure of all Lenders exceeding the Swing Line Loan requested by SJWC Sublimit; or (e) the Borrowers to be made on such dayaggregate SJWTX Revolving Credit Exposure of all Lenders exceeding the SJWTX Sublimit. On Within the terms foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrowers each Borrower may from time to time borrow, prepay and reborrow the applicable Revolving Loans and Swing Line Loans. No Revolving Loan Lender If on the Effective Date, any “Loans” made to SJWTX under (and as defined in) the Existing SJWTX Credit Agreement remain outstanding (such outstanding revolving loans being hereinafter referred to as the “Previous SJWTX Loans”), then SJWTX and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.08, the Previous SJWTX Loans shall be permitted or required reevidenced as SJWTX Loans under this Agreement and the terms of the Previous SJWTX Loans shall be restated in their entirety and evidenced by this Agreement. If on the Effective Date, any “Loans” made to make any Revolving Loan ifSJWC under (and as defined in) the Existing SJWC Credit Agreement remain outstanding (such outstanding revolving loans being hereinafter referred to as the “Previous SJWC Loans”), after giving effect theretothen SJWC and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.08, the aggregate outstanding principal amount of all Revolving Previous SJWC Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage shall be reevidenced as SJWC Loans under this Agreement and the terms of the aggregate amount of all Swing Line Previous SJWC Loans shall be restated in their entirety and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to evidenced by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountthis Agreement.

Appears in 1 contract

Sources: Credit Agreement (SJW Group)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day occurring from and after during the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayAvailability Period; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required obligated to make any Revolving Loan if, immediately after giving effect theretothereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the Availability Period in an aggregate outstanding principal amount at any time outstanding not exceeding the Swingline Commitment, provided that no Borrowing of all Revolving Swingline Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, (ix) the aggregate outstanding principal amount Credit Exposure of all Swing Line Loans any Lender (other than the Swingline Lender) would exceed its Commitment at such time, (y) the Aggregate Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount aggregate Commitments at such time or (iiz) if any Lender is at such time a Defaulting Lender hereunder, unless otherwise agreed the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to by eliminate the Swing Line Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in its sole discretionsuch Swingline Loan in an amount equal to such Lender’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the sum Borrower may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to Section 2.2(e)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Unum Group)

Commitments. On A. Each Lender agrees to the terms and subject to the conditions of this AgreementFourth Amendment and agrees that, as of the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Fourth Amendment Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line its Revolving Loan Commitment Amount or under and as defined in the Credit Agreement shall be as set forth in Schedule I-A to the Credit Agreement under the heading “Revolving Loan Commitment” opposite such Lender’s name and (ii) the amounts of its respective Alternate Currency Revolving Loan Sub-Commitments under and as defined in the Credit Agreement shall be as set forth in Schedule I-B to the Credit Agreement under the respective Alternate Currency Loan Sub-Commitment opposite such Lender’s name. Each Lender hereby confirms and assumes and agrees to perform its respective Commitments set forth on Schedules I-A and I-B to the Credit Agreement. B. On the Fourth Amendment Effective Date, participating interests in Letters of Credit and Swingline Loans outstanding on the Fourth Amendment Effective Date shall be reallocated to give effect to the respective Commitments set forth in Schedules I-A and I-B to the Credit Agreement. C. On the Fourth Amendment Effective Date, each Existing Lender that is not a party to the Fourth Amendment shall cease to be a Lender under the Credit Agreement unless otherwise agreed by such Lender. Notwithstanding the foregoing, for the avoidance of doubt, Banco ▇.▇. ▇▇▇▇▇▇ S.A. shall continue to by be a Lender under the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Brazilian Reais Revolving Loan Percentage Sub-Commitment. D. On the Fourth Amendment Effective Date, Letters of Credit issued under the aggregate amount Existing Credit Agreement and outstanding on the Fourth Amendment Effective Date shall be deemed to be re-issued on the Fourth Amendment Effective Date as Letters of Credit under the Credit Agreement. E. On the Fourth Amendment Effective Date, each of Bank of America, Bank of America, London Branch, Bank of America, Toronto Branch and Citi agrees to become a Swingline Lender under the Credit Agreement having the commitments, rights and obligations set forth in the Credit Agreement. As used herein, “Citi” means Citibank, N.A. and each of its domestic or foreign branches, Subsidiaries or Affiliates which makes a Swingline Loan or issues a Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountCredit.

Appears in 1 contract

Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)

Commitments. On Subject to the terms and subject to the conditions of this Agreement, the Lenders and the Issuers each Revolving Credit Lender severally agree agrees to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Advances to the Borrower in Dollars, from time to time from the Closing Date until the Revolving Credit Termination Date, on a pro rata basis as to the total borrowing requested by the Borrower under the Revolving Credit Facility on any Business Day occurring from and after the Effective Date day determined by its Revolving Percentage up to but prior to not exceeding the Revolving Loan Credit Commitment Termination Date, (a) each Lender of such Lender, provided, however, that has a the Revolving Credit Lenders will not be required and shall have no obligation to make any Advance (i) a Revolving Loan Commitment so long as not all of the conditions under Section 5.2 hereof have been fulfilled, (referred to ii) so long as a “Revolving Loan Lender”), agrees that it will make loans Default or an Event of Default has occurred and is continuing or (relative to such Lender, its “Revolving Loans”iii) to if the Borrowers equal to such Lender’s Revolving Loan Percentage of Administrative Agent has accelerated the aggregate amount of each Borrowing maturity of the Revolving Credit Loans requested by the Borrowers to be made on such dayas a result of an Event of Default in accordance with Section 9.1 hereof; provided thatfurther, prior however, that immediately after giving effect to the Acquisition Dateeach such Advance, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of Outstanding Revolving Credit Obligations shall not exceed the Swing Line Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow hereunder, on any Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (x) no Term Benchmark Loan requested by the Borrowers to that is a Revolving Credit Loan shall be made on such day. On which has an Interest Period that extends beyond the terms Revolving Credit Termination Date and (y) each Revolving Credit Loan that is a Term Benchmark Loan may, subject to the conditions hereofprovisions of Section 2.12, be repaid only on the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage last day of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of Interest Period with respect thereto unless the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required Borrower has paid any amounts due pursuant to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountSection 4.5 hereof.

Appears in 1 contract

Sources: Credit Agreement (Autonation, Inc.)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, loans (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as each, a “Revolving Loan Lender”)Loan,” and collectively, agrees that it will make loans (relative to such Lender, its the “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan on any Business Day during the Availability Period; provided that no Lender shall be permitted or required obligated to make any Revolving Loan if, immediately after giving effect theretothereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers, from time to time on any Business Day during the Availability Period in an aggregate outstanding principal amount at any time outstanding not exceeding the Swingline Commitment, provided that no Borrowing of all Revolving Swingline Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, (ix) the aggregate outstanding principal amount Credit Exposure of all Swing Line Loans any Lender (other than the Swingline Lender) would exceed its Commitment at such time, (y) the Aggregate Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount aggregate Commitments at such time or (iiz) if any Lender is at such time a Defaulting Lender hereunder, unless otherwise agreed the Swingline Lender has entered into satisfactory arrangements with the applicable Borrower or such Lender to by eliminate the Swing Line Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in its sole discretionsuch Swingline Loan in an amount equal to such ▇▇▇▇▇▇’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the sum Borrowers may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to Section 2.2(d)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Unum Group)

Commitments. On Subject to the terms and subject conditions herein set forth, each Lender agrees, severally and not jointly, (a) to make a Tranche A Term Loan to the conditions of this AgreementParent Borrower on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment, the Lenders and the Issuers severally agree (b) to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving a Tranche B Term Loan to the Parent Borrower on the Closing Date in a principal amount not to exceed its Tranche B Term Loan Commitment and Swing Line Loan Commitment. From (c) to make Revolving Loans to the Borrowers, at any time and from time to time on during the applicable Revolving Credit Commitment Period, in an aggregate principal amount at any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender time outstanding that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to not result in such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Credit Exposure exceeding such Lender’s Revolving Loans requested by the Borrowers to be made on such dayCredit Commitment as then in effect; provided that, prior to the Acquisition Date, that (x) no Revolving Loan Credit Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make in any Revolving Loan Alternative Currency if, after giving effect thereto, to the aggregate outstanding principal amount of all Revolving Loans making of such Revolving Loan LenderLoan, together with such Lender’s the sum of the Dollar Equivalent of the then outstanding Revolving Loan Percentage of Loans in Alternative Currencies and the then outstanding L/C Exposure in Alternative Currencies would exceed $150,000,000 (the “Alternative Currency Sublimit”) and (y) the aggregate amount of all Swing Line Revolving Loans and Letter of Credit Outstandings, would (the “Foreign Subsidiary Borrower Sublimit”) made to Foreign Subsidiary Borrowers shall at no time exceed such Lender’s Revolving Loan Percentage $50,000,000 (it being understood that the Administrative Agent shall calculate the Dollar Equivalent of the then existing outstanding Revolving Loans in any Alternative Currency and the then outstanding L/C Exposure with respect to any Letters of Credit issued in an Alternative Currency on the date on which the Parent Borrower has given the Administrative Agent a Borrowing Request with respect to any Revolving Loan Commitment Amountfor purposes of determining compliance with this clause (c)). FurthermoreWithin the limits set forth in clause (c) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Swing Line Lender shall Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (VWR Corp)

Commitments. On Holdings, the Borrower and the Lenders acknowledge and agree that under the Existing Credit Agreement (x) the aggregate principal balance of all Original Term Loans (under and as defined therein) outstanding on the First Amendment Effective Date was $187,625,000.00 (exclusive of interest, fees and expenses), and each of Holdings and the Borrower acknowledge and agree that, as of the Third A&R Effective Date, neither the Borrower nor any other Loan Party has any defense, counterclaim or setoff with respect to the payment of such amount and (y) the aggregate principal balance of all Revolving Loans (under and as defined therein) outstanding on the First Amendment Effective Date (the “Existing Revolving Loans”) was $25,000,000.00 (exclusive of interest, fees and expenses), and each of Holdings and the Borrower acknowledge and agree that, as of the Third A&R Effective Date, neither the Borrower nor any other Loan Party has any defense, counterclaim or setoff with respect to the payment of such amount. Subject to the terms and subject to conditions set forth herein, (a) the conditions entire amount of the Original Term Loans shall be deemed outstanding under this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) the entire amount of the Existing Revolving Loans shall be deemed to be outstanding under this Agreement and held by each Lender that has a (i) with a Revolving Loan Commitment, (c) each Lender with a Revolving Commitment agrees to make Revolving Loans to the Borrower following the Third A&R Effective Date and from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure (together with the LC Exposure of such Lender and obligations of such Lender with respect to outstanding Swingline Loans) exceeding such Lender’s Revolving Commitment (referred taking into account any Revolving Loans outstanding on the Third A&R Effective Date) (and, in the case of any Swingline Lender or Issuing Bank unless waived by such Person in its sole discretion, that will not result in the aggregate amount of the Revolving Loans and Swingline Loans funded by such Person, when aggregated with the face amount of all Letters of Credit issued by such Person, exceeding the amount of such Person’s Revolving Commitment), and (d) each Lender agrees to as make a term loan (each a “Revolving Loan Lender”)New Third A&R Term Loan” and together with the Original Term Loans, agrees that it will make loans (relative to such Lender, its the Revolving Third A&R Term Loans”) to the Borrowers equal to Borrower on the Third A&R Effective Date in an aggregate principal amount such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, immediately after giving effect thereto, the aggregate outstanding principal portion of the Third A&R Term Loan held by each Lender is equal to the amount of all Revolving Loans of such Revolving Loan Lender, together with set forth opposite such Lender’s Revolving name in Schedule 2.01 under the heading “Third A&R Term Loan Percentage Commitment” (such Commitments, the “Third A&R Term Loan Commitments”), which commitments supersede the Second A&R Closing Date Delayed Draw Term Loan Commitments. The Agents, Lenders and Loan Parties further agree that the Original Term Loans and the New Third A&R Term Loans are combined to constitute a single Class of term loans known as the Third A&R Term Loans with an aggregate principal balance, immediately following the initial funding of the aggregate amount of all Swing Line Loans and Letter of Credit OutstandingsNew Third A&R Term Loans, would exceed equal to $300,000,000. The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained as a Eurodollar Loan or an ABR Loan and, if such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. FurthermoreBorrowing is to be a Eurodollar Borrowing, the Swing Line Lender shall Interest Period with respect thereto. Amounts repaid or prepaid in respect of Third A&R Term Loans may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (InnovAge Holding Corp.)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender agrees (i) to make a Term Loan to the Company on the Effective Date, in dollars, in a principal amount that will not result in (x) such Lender's Term Loan exceeding such Lender's Term Loan Commitment or (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect and (ii) to make Revolving Loans to any Borrower from time to time during the Revolving Availability Period, in dollars, in an aggregate principal amount that will not result in (x) such Lender's Revolving Exposure exceeding its Revolving Commitment, (y) the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect or (z) in the case of any Foreign Borrower, the sum of the aggregate outstanding principal amount of the Revolving Loans of all Foreign Borrowers exceeding $20,000,000. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Amounts repaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Fronting Lender shall be permitted or required that is party to a Foreign Borrower Supplement agrees, severally and not jointly, to make Revolving Loans to any Foreign Borrower that is a designated Borrower under such Foreign Borrower Supplement from time to time during the Revolving Loan ifAvailability Period, after giving effect theretoin dollars, the in an aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with that will not result in (i) such Lender’s 's Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Exposure exceeding its Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect theretoCommitment, (iii) the aggregate outstanding principal amount of the Loans and the LC Exposure exceeding the Borrowing Base then in effect, (iii) the aggregate principal amount of the Revolving Loans made by such Fronting Lender pursuant to such Foreign Borrower Supplement exceeding such Fronting Lender's Foreign Borrower Commitment under such Foreign Borrower Supplement or (iv) the sum of the aggregate outstanding principal amount of the Revolving Loans of all Swing Line Foreign Borrowers exceeding $20,000,000; PROVIDED that a Fronting Lender shall not be required to, and shall not, make any Revolving Loan under this paragraph if the Required Lenders shall have delivered to such Fronting Lender, not later than two Business Days prior to the date on which any such Revolving Loan shall have been scheduled to be made, a notice stating that a Default has occurred and is continuing and directing such Fronting Lender not to make Revolving Loans. (c) In the event that any Revolving Borrowing made pursuant to paragraph (b) above shall be outstanding and (i) the principal of or interest on such Borrowing shall not be paid within three Business Days after the date on which it is due and one or more Fronting Lenders holding a majority in interest of the outstanding Revolving Loans would exceed included in such Revolving Borrowing shall deliver to the then existing Swing Line Loan Commitment Amount Administrative Agent and the Company a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) unless otherwise agreed the Revolving Commitments shall be terminated or the Loans accelerated pursuant to Article VII, then (A) each Revolving Lender shall acquire at face value a participation in the Loans included in such Revolving Borrowing and the interest accrued thereon equal to its Applicable Percentage of such obligations, and shall pay the purchase price for such participation by wire transfer of immediately available funds in dollars to the Swing Line LenderAdministrative Agent in the manner provided in Section 2.05 (and the Administrative Agent shall promptly wire the amounts so received to the applicable Fronting Lenders ratably in accordance with their respective Revolving Loans included in such Revolving Borrowings) and (B) such Loans shall at all times thereafter, until repaid in its sole discretionaccordance with the terms hereof, bear interest at the rate applicable to overdue ABR Borrowings under Section 2.13(c), and the principal of and interest on such Loans will be payable at the applicable times and places for overdue ABR Borrowings. The obligations of the Revolving Lenders to acquire and pay for participations in Revolving Loans pursuant to this paragraph shall be absolute and unconditional under any and all circumstances. (d) One or more Foreign Borrowers, the sum Administrative Agent and one or more Revolving Lenders may from time to time enter into one or more Foreign Borrower Supplements pursuant to which such Revolving Lenders may agree to serve as Fronting Lenders. Any such Foreign Borrower Supplement shall set forth the Foreign Borrower Commitment of each Fronting Lender party thereto, the Foreign Borrowers that may borrow under such Foreign Borrower Supplement, any special provisions for the times and places at which or the Persons to which Borrowing Requests are to be delivered, proceeds of Borrowings are to be disbursed or payments in respect of Borrowings are to be made or for the compensation to be payable to Fronting Lenders and any other special provisions to be applicable to Borrowings under such Foreign Borrower Supplement. Any special provisions referred to in the preceding sentence that shall be included in any Foreign Borrower Supplement shall be applicable to all Swing Line Loans Borrowings under such Foreign Borrower Supplement, notwithstanding any other provision of this Article II to the contrary (and Revolving Loans made by in the Swing Line Lender plus absence of any such special provisions, the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountapplicable provisions set forth in this Article II shall control).

Appears in 1 contract

Sources: Credit Agreement (Benchmark Electronics Inc)

Commitments. On Subject to the terms and subject conditions hereof and in reliance upon the representations and warranties set forth herein, the Aggregate Revolving Committed Amount (as in effect prior to the conditions date hereof) shall be reduced by an aggregate principal amount equal to $250,000,000. Each of the parties hereto agrees that, after giving effect to this AgreementAmendment, the Lenders revised Revolving Commitment and Revolving Commitment Percentage of each Lender (as of the Issuers severally agree to make Credit Extensions Effective Date) shall be as set forth below. SECTION 2.1.1on Exhibit A attached hereto. In connection with this Amendment, the outstanding Revolving Loan Commitment Loans and Swing Line Loan Commitment. From time participation interests in existing Swingline Loans and Letters of Credit shall be reallocated by causing such fundings and repayments (which shall not be subject to time on any Business Day occurring from and after processing and/or recordation fees) among the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing Lenders of the Revolving Loans requested by the Borrowers to be made on as necessary such day; provided that, prior after giving effect to reduction of the Acquisition DateAggregate Revolving Committed Amount as contemplated by this Amendment, no each Lender will hold Loans based on its Revolving Loan Lender Commitment (after giving effect to such reduction). The Borrower shall be permitted or required responsible for any costs arising under Section 3.12 of the Credit Agreement resulting from such reallocation and repayments. The Administrative Agent and the Required Lenders hereby waive any notice requirements set forth in Section 3.3 of the Credit Agreement in connection with the reduction of the Aggregate Revolving Committed Amount as set forth herein. If, after giving effect to make any Revolving Loan if this Amendment, (a) the aggregate outstanding principal amount of Revolving Loans at such time equals $15,000,000; and Obligations shall exceed the Aggregate Revolving Committed Amount, (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the aggregate principal amount of Swingline Loans shall exceed the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted Swingline Committed Amount or required to make any Revolving Loan if, after giving effect thereto, (c) the aggregate outstanding principal amount of all Revolving LOC Obligations shall exceed the LOC Committed Amount, then the Borrower shall immediately make payment on the Loans and/or to a cash collateral account in respect of LOC Obligations in an amount necessary to eliminate such Revolving Loan Lender, together excess in accordance with such Lender’s Revolving Loan Percentage Section 3.4(b) of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAgreement.

Appears in 1 contract

Sources: Credit Agreement (Cree, Inc.)

Commitments. On (a) Subject to the terms and conditions set forth herein, (i) each Initial Revolving Lender holding an Initial Revolving Credit Commitment severally agrees to make Initial Revolving Loans to the Borrower in dollars from time to time during the Initial Revolving Availability Period in an aggregate principal amount that will not result in such Initial Revolving Lender’s aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit Commitment and (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceed the Revolving Credit Commitments then in effect. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Each Revolving Loan Lender Lender’s Revolving Credit Commitment shall be permitted or required to make any expire on the applicable Revolving Loan ifFacility Maturity Date, after giving effect thereto, the aggregate outstanding principal amount of and all Revolving Loans of and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be paid in full no later than such Revolving date. (b) Subject to the terms and conditions set forth herein (i) each Initial Term B Lender severally agrees to make Initial Term B Loans to the Borrower in dollars on the Effective Date in an amount not to exceed such Initial Term B Lender’s Initial Term B Loan LenderCommitment, together and (ii) each Incremental Term Loan Lender with an Incremental Term Loan Commitment agrees to make Incremental Term Loans to the Borrower in dollars on the relevant borrowing date or during the relevant availability period in an amount equal to such Lender’s Revolving applicable Incremental Term Loan Percentage Commitment. All such Term Loans shall be made on the applicable date by making immediately available funds available to the Administrative Agent’s designated account or to such other account or accounts as may be designated in writing to the Administrative Agent by the Borrower, not later than the time specified by the Administrative Agent. Amounts repaid or prepaid in respect of the aggregate amount of all Swing Line Term Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (LendingTree, Inc.)

Commitments. On the terms and subject to the conditions of this AgreementAgreement (including Article VI), each Lender severally (or in the case of Swing Line Loans, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Lender) agrees that it will, from time to time on any Business Day occurring from and after the Effective Date but and prior to the Revolving Loan Commitment Termination Date,: (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make revolving loans (relative to such Lender, its other than Swing Line Loans) in Available Currencies (“Revolving Loans”) to the Borrowers any Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each the Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayBusiness Day, all in accordance with Section 3.1; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if if, after giving effect thereto: (i) such Lender’s Outstanding Credit Extensions would exceed its Credit Commitment Amount; or (ii) the aggregate outstanding Revolving Loans at such time equals $15,000,000; andOutstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount; (b) the Swing Line Lender agrees that it will make loans in Available Currencies (its “Swing Line Loans”) to the Borrowers any Borrower equal to the principal amount of the Swing Line Loan requested by such Borrower; provided that the Borrowers Swing Line Lender shall not be required to be made on such daymake any Swing Line Loan if, after giving effect thereto, the aggregate outstanding Dollar Amount of the principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount; and (c) purchase participation interests in Available Currencies equal to its Percentage in each Letter of Credit issued upon the application of any Borrower pursuant to Section 3.2; provided that no Issuer shall issue a Letter of Credit if, after giving effect thereto: (i) the aggregate Letter of Credit Outstandings would exceed the then Letter of Credit Limit; or (ii) the aggregate Outstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loansmay apply for, extinguish or reimburse drawings made under and re-apply for Letters of Credit. No Revolving Loan Lender For purposes of this Section 2.1, the Dollar Amount on any date of any Credit Extension denominated in an Available Currency (other than Dollars) shall be permitted or required to make any Revolving Loan ifcalculated based upon the spot rate at which Dollars are offered on such day for such Available Currency which appears on Telerate Page 261 at approximately 11:00 a.m., after giving effect theretoLondon time, the aggregate outstanding principal amount of all Revolving Loans (and if such spot rate is not available on Telerate Page 261 as of such Revolving Loan Lendertime, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to spot rate as quoted by the Swing Line LenderScotia CapitalScotiabank, in its sole discretionLondon at approximately 11:00 a.m., the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLondon time).

Appears in 1 contract

Sources: Credit Agreement (Ingram Micro Inc)

Commitments. On Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Lender holding Revolving Commitments agrees, severally and not jointly: (a) to make Tranche 1 Revolving Loans to Borrower, at any time and from time to time until the earlier of the Tranche 1 Revolving Maturity Date and the termination of the Tranche 1 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 such Lender’s Tranche 1 Revolving Exposure exceeding such Lender’s Tranche 1 Revolving Commitment. (b) to make Tranche 2 Revolving Loans to Borrower, at any time and from time to time on or after the Fifth ARCA Effective Date until the earlier of the Tranche 2 Revolving Maturity Date and the termination of the Tranche 2 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 such Lender’s Tranche 2 Revolving Exposure exceeding such Lender’s Tranche 2 Revolving Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as limitations set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”)herein, agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, pay or prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender, severally and not jointly, agrees to make Revolving Loans, denominated in dollars, to any Borrower from time to time during the Availability Period for the Facility Commitments in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (ii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the terms and conditions set forth herein, each Designated Currency Lender agrees to make Loans denominated in any Designated Currency to any Borrower from time to time during the Availability Period for the Designated Currency Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the aggregate amount of the Dollar Equivalents of the principal amounts of the Revolving Designated Currency Loans of any Designated Currency Lender exceeding such Lender's Designated Currency Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (c) Subject to the terms and conditions set forth herein, each Yen Lender agrees to make Loans denominated in Yen to any Borrower from time to time during the Availability Period for the Yen Commitments in an aggregate principal amount that, after giving effect to any requested Loan, will not result in (i) the Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans of any Yen Lender exceeding such Lender's Yen Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans and Revolving Yen Loans exceeding $50,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment or (iv) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits and subject to the terms and conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereofherein, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement (Moodys Corp /De/)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender commits to make Loans (each such Loan made under this Section 2.1(a), a “Revolving Loan”) to the Borrower from time to time during the period commencing on the Effective Date and ending on the Maturity Date up to an aggregate principal amount equal to the amount set forth beside such Lender’s name in Schedule A under the heading “Commitment”, provided that any Revolving Loans made by any Lender as requested by the Borrower will not result in (i) such Lender’s Exposure exceeding such Lender’s Commitment, or (ii) the sum of the total Exposure exceeding the lesser of (x) the Maximum Amount and (y) the Borrowing Base. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders Borrower may borrow, repay and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “reborrow Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and. (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) Subject to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermoreset forth herein, the Swing Line Lender shall not be permitted or required commits to make Loans (each such Loan made under this Section 2.1(b), a “Swing Line Loans if, after giving effect thereto, (iLoan”) to the Borrower from time to time during the period commencing on the Effective Date and ending on the Maturity Date up to an aggregate outstanding principal amount of all Swing Line Loans would exceed equal to the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by amount set forth beside the Swing Line Lender, ’s name in its sole discretion, Schedule A under the sum of all heading “Swing Line Loans and Revolving Commitment”, provided that any Swing Line Loans made by the Swing Line Lender plus as requested by the Swing Line Lender’s Revolving Loan Percentage of Borrower will not result in (i) the aggregate amount of Letter of Credit Outstandings would exceed Swing Line Loans exceeding the Swing Line Lender’s Revolving Loan Percentage Commitment, or (ii) the sum of the then existing Revolving Loan Commitment Amounttotal Exposure exceeding the lesser of (x) the Maximum Amount and (y) the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swing Line Loans.

Appears in 1 contract

Sources: Credit Agreement (Dana Corp)

Commitments. On (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and subject conditions set forth in this Agreement, to make loans 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 making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in 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, such ▇▇▇▇▇▇’s Outstanding Credit Exposure shall not exceed its 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, the 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. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, 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 Lenders Borrower may borrow, repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From reborrow Swingline Loans at any time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Facility Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement

Commitments. On (a) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment Amount shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the increase, JPMorgan Chase Bank, N.A., U.S. Bank National Association, W▇▇▇▇ Fargo Bank, National Association, PNC Bank, National Association and Deutsche Bank A.G., New York Branch (collectively, the “New Lenders”) shall each be issued a Revolving Promissory Note in the principal face amount of its Commitment Amount, which will be a “Revolving Promissory Note” under the Credit Agreement, and each New Lender shall be a Lender under the Credit Agreement. (b) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the Swing Loan Commitment shall be increased from $12,000,000.00 to $26,500,000.00. In connection with the increase of the Swing Loan Commitment, KeyBank shall be issued a replacement Swing Loan Note in the principal face amount of $26,500,000.00 (the “Replacement Swing Loan Note”), and upon acceptance of the Replacement Swing Loan Note by KeyBank it will be the “Swing Loan Note” under the Credit Agreement. KeyBank will promptly return to Borrower the existing Swing Loan Note in the principal face amount of $12,000,000.00 marked “Replaced”. (c) By its signature below, each New Lender, subject to the terms and subject conditions hereof, hereby agrees to perform all obligations with respect to its respective Commitment Amount and otherwise under the Credit Agreement as if such New Lender were an original Lender under and signatory to the conditions of this Credit Agreement having a Commitment Amount, as set forth above, equal to its respective Commitment Amount, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment Amount as required by the Credit Agreement, the Lenders and the Issuers severally agree obligation to make Credit Extensions pay amounts due in respect of Swing Loans as set forth below. SECTION 2.1.1in the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under the Credit Agreement, and in any case the obligation to indemnify the Administrative Agent as provided therein. Revolving Loan Commitment Without limiting the foregoing, each New Lender makes and Swing Line Loan Commitmentconfirms to the Administrative Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Article 11 of the Credit Agreement. From time to time Further, each New Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, or on any Business Day occurring from affiliate or subsidiary thereof or any other Lender and after based on the Effective Date but prior financial statements supplied by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Except as expressly provided in the Credit Agreement, the Administrative Agent shall have no duty or responsibility whatsoever, either initially or on a continuing basis, to provide any New Lender with any credit or other information with respect to the Revolving Loan Commitment Termination Date, (a) each Borrower or Guarantors or to notify any New Lender that of any Potential Default or Default. No New Lender has a relied on the Administrative Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. Each New Lender (i) a Revolving Loan Commitment represents and warrants as to itself that it is legally authorized to, and has full power and authority to, enter into this agreement and perform its obligations under this agreement; (referred 2) confirms that it has received copies of such documents and information as it has deemed appropriate to as a “Revolving Loan Lender”), make its own credit analysis and decision to enter into this agreement; (3) agrees that it will has and will, independently and without reliance upon any Lender or the Administrative Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make loans its own credit decisions in evaluating the Revolving Credit Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the Collateral and other assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (relative 4) appoints and authorizes the Administrative Agent to take such Lender, action as agent on its “Revolving Loans”) behalf and to exercise such powers as are reasonably incidental thereto pursuant to the Borrowers terms of the Loan Documents; and (5) agrees that, by this agreement, it has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender acknowledges and confirms that its address for notices is as set forth on the signature pages hereto. (d) On the effective date of this Amendment the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Loan Percentage Pro Rata Share of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage Credit Loans. The participation interests of the aggregate amount of all Lenders in Swing Line Loans and Letter Letters of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage shall be similarly adjusted. Each of those Lenders whose Pro Rata Share is increasing shall advance the funds to the Administrative Agent and the funds so advanced shall be distributed among the Lenders whose Pro Rata Share is decreasing as necessary to accomplish the required reallocation of the then existing outstanding Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLoans.

Appears in 1 contract

Sources: Revolving Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

Commitments. On the terms (a) Upon and subject to the terms and conditions of this Agreementhereof, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From (i) each Tranche 1 Lender hereby agrees from time to time on any Business Day occurring from and after during the Effective Date but prior Availability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the Revolving Loan Commitment Termination Date, account of any Account Party, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (bii) the Swing Line Lender Fronting Bank hereby agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrowon any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Account Party, prepay and reborrow Revolving Loans each Tranche 1 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit and Swing Line (iii) each Tranche 1 Lender hereby agrees to make loans (each, a "Loan," and collectively, the "Loans. No Revolving Loan ") to IPC Holdings from time to time on any Business Day during the period from and including the Effective Date to but not including the Tranche 1 Termination Date; provided that no Tranche 1 Lender shall be permitted or required obligated to make or participate in any Revolving Loan Tranche 1 Credit Extension if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, immediately after giving effect thereto, (ix) the Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Tranche 1 Commitment at such time, (y) the aggregate outstanding principal amount of all Swing Line Loans Tranche 1 Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount aggregate Tranche 1 Commitments at such time or (z) with respect to any Tranche 1 Credit Extension constituting the Issuance of Tranche 1 Letters of Credit, the applicable conditions in SECTION 4.4 are not satisfied. Within the foregoing limits, and subject to and on the terms and conditions hereof, IPC Holdings may borrow, repay and reborrow Loans, and the Account Parties may obtain Tranche 1 Letters of Credit on a revolving basis to replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and reimbursed. (b) Upon and subject to the terms and conditions hereof, (i) each Tranche 2 Lender hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 2 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party and (ii) unless otherwise agreed the Fronting Bank hereby agrees from time to by time on any Business Day during the Swing Line LenderAvailability Period to Issue Tranche 2 Letters of Credit as Participated Letters of Credit for the account of any Account Party, and each Tranche 2 Lender hereby agrees to purchase participations in the obligations of the Fronting Bank under Tranche 2 Letters of Credit issued as Participated Letters of Credit; provided that no Tranche 2 Lender shall be obligated to Issue or participate in any Tranche 2 Letter of Credit if, immediately after giving effect thereto, (w) the Tranche 2 Letter of Credit Exposure of any Tranche 2 Lender would exceed its sole discretionTranche 2 Commitment at such time, (x) the aggregate Tranche 2 Letter of Credit Exposure would exceed the aggregate Tranche 2 Commitments at such time, (y) the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Tranche 2 Letter of Credit Outstandings would exceed Exposure attributable to such Account Party on whose account the Swing Line Lender’s Revolving Loan Percentage Tranche 2 Letter of Credit is being issued exceeds the then existing Revolving Loan Commitment AmountBorrowing Base of such Account Party at such time or (z) the applicable conditions in SECTION 4.4 are not satisfied. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Account Parties may obtain Tranche 2 Letters of Credit on a revolving basis to replace Tranche 2 Letters of Credit that have expired or that have been drawn upon and reimbursed.

Appears in 1 contract

Sources: Credit Agreement (Ipc Holdings LTD)

Commitments. On (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and subject conditions set forth in this Agreement, to make loans 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 making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in 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, such Lender’s Outstanding Credit Exposure shall not exceed its 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, the 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 12604453v 1 24740.000 246 aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, 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 Lenders Borrower may borrow, repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From reborrow Swingline Loans at any time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Facility Termination Date, (a) each Lender , provided that has a (i) a Revolving Loan Commitment (referred the Borrower may not borrow Swingline Loans the proceeds of which are used to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving repay outstanding Swingline Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement (Idaho Power Co)

Commitments. On Subject to the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set ----------- forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,herein: (a) each Dollar Lender that has a agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to not result in such Lender, its “'s Revolving Loans”) to the Borrowers equal to Dollar Credit Exposure exceeding such Lender’s Revolving Loan Percentage 's Dollar Sub-Commitment and (ii) that will not result in the sum of the aggregate amount of each Borrowing the Revolving Credit Exposures of all of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if Lenders plus the aggregate principal amount of all ---- Pari Passu Debt then outstanding Revolving Loans at such time equals $15,000,000plus the aggregate principal amount (as ---- defined in the definition of "Material Indebtedness" herein) of the obligations of the Borrower and its Subsidiaries under Hedging Agreements exceeding the Borrowing Base; and (b) the Swing Line each Multicurrency Lender agrees that it will to make loans (its “Swing Line Loans”) Revolving Loans to the Borrowers equal Borrower in Dollars or one or more Approved Foreign Currencies from time to time during the Availability Period in an aggregate principal amount (i) that will not result in such Lender's Revolving Multicurrency Credit Exposure exceeding such Lender's Multicurrency Sub-Commitment and (ii) that will not result in the sum of the aggregate amount of the Revolving Credit Exposures of all of the Lenders plus the aggregate principal amount of all ---- Pari Passu Debt then outstanding plus the Swing Line Loan requested by aggregate principal amount (as ---- defined in the Borrowers to be made on such daydefinition of "Material Indebtedness" herein) of the obligations of the Borrower or any of its Subsidiaries under Hedging Agreements exceeding the Borrowing Base. On Within the terms foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender In the event that any loans under the Existing Credit Agreement shall be permitted or required to make any Revolving Loan ifoutstanding on the Effective Date, after giving effect theretothen on the Effective Date the Borrower shall borrow Dollar Loans, and prepay Loans outstanding under the aggregate outstanding principal amount of all Revolving Existing Credit Agreement, in such amounts as shall be necessary so that the Dollar Loans of such Revolving Loan Lender, together are held hereunder pro rata in accordance with such Lender’s Revolving Loan Percentage the respective Dollar Sub- Commitments of the aggregate amount Dollar Lenders. Any payments in respect of all Swing Line any Eurodollar Loans and Letter of under the Existing Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Agreement made to any Lender party to the Existing Credit Agreement that is received on any day other than the last day of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Interest Period relating thereto shall not be permitted or required subject to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to indemnification by the Swing Line Lender, in its sole discretion, Borrower pursuant to the sum provisions of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage Section 2.15 of the aggregate amount of Letter of Existing Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAgreement.

Appears in 1 contract

Sources: Multi Year Credit Agreement (Smithfield Foods Inc)

Commitments. On the terms and subject to the conditions of this AgreementAgreement (including Article VI), each Lender severally (or in the case of Swing Line Loans, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Lender) agrees that it will, from time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,: (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make revolving loans (relative to such Lender, its other than Swing Line Loans) in Available Currencies (“Revolving Loans”) to the Borrowers any Borrower equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each the Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayBusiness Day, all in accordance with Section 3.1; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if if, after giving effect thereto: (i) such Lender’s Outstanding Credit Extensions would exceed its Credit Commitment Amount; or (ii) the aggregate outstanding Revolving Loans at such time equals $15,000,000; andOutstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount; (b) the Swing Line Lender agrees that it will make loans in Available Currencies (its “Swing Line Loans”) to the Borrowers any Borrower equal to the principal amount of the Swing Line Loan requested by such Borrower; provided that the Borrowers Swing Line Lender shall not be required to be made on such daymake any Swing Line Loan if, after giving effect thereto, the aggregate outstanding Dollar Amount of the principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount; and (c) purchase participation interests in Available Currencies equal to its Percentage in each Letter of Credit issued upon the application of any Borrower pursuant to Section 3.2; provided that no Issuer shall issue a Letter of Credit if, after giving effect thereto: (i) the aggregate Letter of Credit Outstandings would exceed the then Letter of Credit Limit; or (ii) the aggregate Outstanding Credit Extensions of all the Lenders would exceed the then Total Commitment Amount. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loansmay apply for, extinguish or reimburse drawings made under and re-apply for Letters of Credit. No Revolving Loan Lender For purposes of this Section 2.1, the Dollar Amount on any date of any Credit Extension denominated in an Available Currency (other than Dollars) shall be permitted or required to make any Revolving Loan ifcalculated based upon the spot rate at which Dollars are offered on such day for such Available Currency which appears on Telerate Page 261 at approximately 11:00 a.m., after giving effect theretoLondon time, the aggregate outstanding principal amount of all Revolving Loans (and if such spot rate is not available on Telerate Page 261 as of such Revolving Loan Lendertime, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to spot rate as quoted by the Swing Line LenderScotia Capital, in its sole discretionLondon at approximately 11:00 a.m., the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLondon time).

Appears in 1 contract

Sources: Credit Agreement (Ingram Micro Inc)

Commitments. On (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth and subject to the conditions of this Agreement, the Lenders Interim Bankruptcy Court Order and the Issuers Final Bankruptcy Court Order, each Lender severally agree agrees to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment Loans to the Borrower at any time and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and after the Interim Facility Effective Date but prior to the Final Maturity Date, or until the earlier reduction of its Revolving Loan Credit Commitment Termination Date, (a) each Lender that has a (i) a to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loan Commitment (referred Loans at any time outstanding not to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to exceed the Borrowers equal to amount of such Lender’s Revolving Loan Percentage Credit Commitment or its Pro Rata Share of the then extant Borrowing Base. (b) Notwithstanding the foregoing, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (A) the difference between (x) the Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations and (B) the difference between (x) the then current Borrowing Base and (y) the aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each Borrowing 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 Interim Facility Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (c) Notwithstanding anything to the contrary in this Agreement, until such time as the Administrative Agent notifies the Borrower in writing (such decision to be made by the Agents in their sole discretion), during any calendar week, the outstanding balance of the Revolving Loans requested by shall not exceed the Borrowers amount scheduled under the Budget as the outstanding loan balance of the Revolving Loans for that week (it being understood that in determining the amount of the outstanding balance of Revolving Loans for any week, the Revolving Loans scheduled to be made on such day; provided that, prior to under the Acquisition Date, no Revolving Loan Lender shall Budget for that week may be permitted or required to make aggregated with any Revolving Loan if Loans that were scheduled but not borrowed during previous weeks). Amounts payable under the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers Budget shall include those amounts permitted to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpaid under Section 7.02(s).

Appears in 1 contract

Sources: Financing Agreement (Redback Networks Inc)

Commitments. On (a) Subject to the terms and subject to conditions and relying upon the conditions of this Agreement, the Lenders representations and the Issuers severally agree to make Credit Extensions as warranties herein set forth below.forth: SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a each Revolving Loan Commitment Lender severally agrees to make loans (referred to as each, a “Revolving Loan Lender”)Loan” and, agrees that it will make loans (relative to such Lendercollectively, its the “Revolving Loans”) to the Borrowers Borrower at any time and from time to time from the Effective Date (but not before) 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 amount at any one time outstanding not to exceed such Revolving Loan Lender’s Pro Rata Share of an amount equal to the lesser of (A) the Total Revolving Credit Commitment at such time, and (B) the Borrowing Base at such time; and (ii) each Delayed Draw Term Loan Lender severally agrees to make term loans (collectively, the “Delayed Draw Term Loans”) to the Borrower at any time after the Effective Date (but not before) and prior to the Delayed Draw Term Loan Commitment Expiry Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the terms hereof, in an amount requested by the Borrower not to exceed such Lender’s Delayed Draw Term Loan Commitment; and (iii) each Term Loan Lender severally agrees to make a term loan (collectively, the “Term Loan”) to the Borrower on the Effective Date, in an aggregate principal amount equal to such Lender’s Revolving Term Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andCommitment. (b) Notwithstanding the Swing Line Lender agrees that it will make loans foregoing: (its “Swing Line Loans”i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers equal Borrower shall not exceed the lower of (A) the Total Revolving Credit Commitment and (B) the then current Borrowing Base. 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 terms, provisions and limitations set forth herein. (ii) The Total Delayed Draw Term Loan Commitment shall automatically and permanently be reduced to zero on the Delayed Draw Term Loan Commitment Expiry Date. The Borrower may borrow Delayed Draw Term Loans on and after the Effective Date and prior to the Delayed Draw Term Loan Commitment Expiry Date in an aggregate amount (inclusive of all Delayed Draw Term Loans, whenever made) not to exceed the Total Delayed Draw Term Loan Commitment, subject to the terms, provisions and limitations set forth herein. The aggregate principal amount of the Swing Line Delayed Draw Term Loans made pursuant to Section 2.01(a)(ii) shall not exceed the Total Delayed Draw Term Loan requested by the Borrowers to Commitment. Any Delayed Draw Term Loan that is repaid or prepaid may not be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the reborrowed. (iii) The aggregate outstanding principal amount of all Revolving Loans of such Revolving the Term Loan Lender, together with such Lender’s Revolving Loan Percentage of made on the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender Effective Date shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) exceed the aggregate outstanding Total Term Loan Commitment. Any principal amount of all Swing Line Loans would exceed the then existing Swing Line Term Loan Commitment Amount that is repaid or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountprepaid may not be reborrowed.

Appears in 1 contract

Sources: Financing Agreement (OTG EXP, Inc.)

Commitments. On (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and subject conditions set forth in this Agreement, to make loans 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 making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in 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, such ▇▇▇▇▇▇’s Outstanding Credit Exposure shall not exceed its 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, the 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. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, 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 Lenders Borrower may borrow, repay (including by means of an Advance of Revolving Loans pursuant to Section 2.7(c)) and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From reborrow Swingline Loans at any time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Facility Termination Date, (a) each Lender , provided that has a (i) a Revolving Loan Commitment (referred the Borrower may not borrow Swingline Loans the proceeds of which are used to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving repay outstanding Swingline Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement

Commitments. On Subject to the terms and subject conditions set forth herein, each Lender agrees: (a) to make Bridge Loans to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Borrower from time to time during the Bridge Availability Period in an aggregate principal amount that will not result in such Lender's Bridge Exposure exceeding such Lender's Bridge Commitment; provided that Bridge Loans shall be made only: (i) on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, which is or is prior to the Acquisition Funding End Date and on which an Acquisition is consummated, in an amount not exceeding, and for the purpose solely of financing, the difference between (A) the purchase consideration for such Acquisition and all costs and expenses of the Transactions then payable and (B) the Required Equity Contribution determined as of such date in respect of such Acquisition, (ii) from time to time prior to or on the 30th day following the Acquisition Funding End Date, no Revolving in an amount not exceeding, and for the purpose solely of financing, the difference between (A) any Net Adjustment Payments then due and payable and (B) the Required Equity Contribution determined as of such date in respect of such Net Adjustment Payments, and (iii) from time to time during the Bridge Availability Period, in an amount not exceeding, and for the purpose solely of repaying, any Bridge Competitive Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andthen due and payable; (b) the Swing Line Lender agrees that it will to make loans (its “Swing Line Loans”) Tranche A Revolving Loans to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may Borrower from time to time borrow, prepay and reborrow during the Tranche A Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Tranche A Revolving Exposure exceeding such Lender's Tranche A Revolving Commitment; provided that Tranche A Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required made only after Bridge Loans have been funded in an amount equal to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans Bridge Commitments and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, only: (i) on any Business Day which is or is prior to the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line LenderAcquisition Funding End Date and on which an Acquisition is consummated, in its sole discretionan amount not exceeding, and for the purpose solely of financing, the sum of difference between (A) the purchase consideration for such Acquisition and all Swing Line Loans costs and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage expenses of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the Transactions then existing Revolving Loan Commitment Amount.payable and (B)

Appears in 1 contract

Sources: Credit Agreement (PPL Montana LLC)

Commitments. On (a) Each Term Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment a loan (each, a “Term Loan,” and Swing Line collectively, the “Term Loans”) to the Parent Borrower on the Closing Date in a principal amount up to its Term Loan Commitment. From No Term Loans shall be made at any time after the Closing Date. To the extent repaid, the Term Loans may not be reborrowed. (b) Each Dollar Revolving Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make Dollar Revolving Loans to the Parent Borrower, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to excluding the Revolving Loan Commitment Termination Date, , in an aggregate principal amount at any time outstanding not exceeding its Dollar Revolving Commitment, provided that no Borrowing of Dollar Revolving Loans shall be made if, immediately after giving effect thereto (a) each Lender that has a (i) a and to any concurrent repayment of Dollar Swingline Loans with proceeds of Dollar Revolving Loan Commitment (referred Loans made pursuant to as a “Revolving Loan Lender”such Borrowing), agrees that it will make loans (relative to such Lender, y) the Dollar Revolving Credit Exposure of any Dollar Revolving Lender would exceed its Dollar Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans Commitment at such time equals $15,000,000; and or (bz) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) Aggregate Dollar Revolving Credit Exposure would exceed the aggregate Dollar Revolving Commitments at such time. Subject to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made and on such day. On the terms and conditions of this Agreement, the Parent Borrower may borrow, repay and reborrow Dollar Revolving Loans. (c) Each Multicurrency Revolving Lender severally agrees, subject to and on the terms and conditions hereofof this Agreement, the Borrowers may to make Multicurrency Revolving Loans to any Borrower (on a several basis), from time to time borrowon any Business Day during the period from and including the Closing Date to but excluding the Termination Date, prepay and reborrow in an aggregate principal amount at any time outstanding not exceeding its Multicurrency Revolving Commitment, provided that no Borrowing of Multicurrency Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan made if, immediately after giving effect thereto, the aggregate outstanding principal amount thereto (and to any concurrent repayment of all Multicurrency Swingline Loans with proceeds of Multicurrency Revolving Loans made pursuant to such Borrowing), (y) the Multicurrency Revolving Credit Exposure of such any Multicurrency Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, Lender would exceed its Multicurrency Revolving Commitment at such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted time or required to make Swing Line Loans if, after giving effect thereto, (iz) the aggregate outstanding principal amount of all Swing Line Loans Aggregate Multicurrency Revolving Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed aggregate Multicurrency Revolving Commitments at such time. Subject to by and on the Swing Line Lenderterms and conditions of this Agreement, in its sole discretioneach Borrower may borrow, the sum of all Swing Line Loans repay and reborrow Multicurrency Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLoans.

Appears in 1 contract

Sources: Credit Agreement (IntercontinentalExchange Group, Inc.)

Commitments. On Subject to the terms and conditions set forth herein, each Lender agrees (a) to make term loans to the Term Borrower in Dollars (x) on the Closing Date in an aggregate principal amount for all Term Lenders of at least the Dollar Equivalent of EURO 75 million and (y) from time to time on and after the Closing Date and during the Term Availability Period in an amount not to exceed its Term Loan -56- Commitment at such time PROVIDED, that any Term Loan that is repaid may not be reborrowed; (b) to make revolving loans to the Revolving Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (A) such Lender's Revolving Facility Credit Exposure exceeding such Lender's Revolving Facility Commitment or (B) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, such Revolving Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the applicable Borrower, if to any Foreign Revolving Borrower, provided that the aggregate Revolving Facility Credit Exposure with respect to any Revolving Borrower shall not exceed such Revolving Borrower's Maximum Credit Limit; within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Facility Loans. No Revolving Loan Lender shall be permitted or required ; and (c) to make any Revolving Loan if, revolving loans to a CL Borrower (as specified in the related Borrowing Request if incurred on or after giving effect theretothe Restructuring Date) in Dollars from time to time during the CL Availability Period in an aggregate amount that will not result in (A) such Lender's CL Exposure exceeding such Lender's Credit-Linked Commitment or (B) the CL Exposure exceeding the Total Credit-Linked Commitment; within the foregoing limits and subject to the terms and conditions set forth herein, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan LenderCL Borrowers may borrow, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans repay and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrow CL Loans.

Appears in 1 contract

Sources: Credit Agreement (Celanese CORP)

Commitments. On (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time an increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, (ii) no such increase shall cause the aggregate Commitments hereunder to exceed $1,000,000,000, and Swing Line Loans. No Revolving Loan Lender (iii) no Lender’s Commitment shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with increased without such Lender’s Revolving Loan Percentage consent. (c) The Borrower may make a one-time request for a one-year extension of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage Maturity Date by delivering a written request for same to the Administrative Agent no earlier than 30 days prior to the first anniversary of the then existing Effective Date and no later than 30 days prior to the second anniversary of the Effective Date. Any such extension shall be effective if (i) consented to by Lenders having Revolving Loan Commitment Amount. FurthermoreCredit Exposures and unused Commitments representing more than 80% of the sum of the total Revolving Credit Exposures and unused Commitments at such time within thirty (30) days after such request, (ii) on the Swing Line Lender Maturity Date as it existed immediately before such extension (A) the Commitments of the dissenting Lenders are terminated (which termination shall be effective automatically), (B) all amounts owing to such dissenting Lenders are paid in full (which payments shall not be permitted subject to Section 2.11), and (C) the total Commitments are permanently reduced by an amount equal to such dissenting Lenders’ Commitments so terminated, except to the extent that the Commitments of the dissenting Lenders are replaced pursuant to Section 2.19(b) and/or one or required more Lenders agree(s) to make Swing Line Loans if, after giving effect theretoincrease their respective Commitment(s), (iiii) all conditions precedent for a Borrowing set forth in Section 4.02 have been satisfied, and (iv) the aggregate outstanding principal amount of all Swing Line Loans would exceed Borrower does not withdraw its request for such extension before the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage second anniversary date of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountEffective Date.

Appears in 1 contract

Sources: Multi Year Revolving Credit Agreement (Enterprise Products Partners L P)

Commitments. On (a) Each Tranche B Term Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment a loan in Dollars (each, a “Tranche B Term Loan,” and Swing Line collectively, the “Tranche B Term Loans”) to the Company on the Closing Date in a principal amount not to exceed its Tranche B Term Loan Commitment. From No Tranche B Term Loans shall be made at any time after the Closing Date. To the extent repaid, Tranche B Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars (each, a “Dollar Revolving Loan,” and collectively, the “Dollar Revolving Loans”) to the Company, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Credit Termination Date,, provided that no Borrowing of Dollar Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Dollar Revolving Loans made pursuant to such Borrowing), (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Company may borrow, repay and reborrow Dollar Revolving Loans. (ac) each Each Revolving Credit Lender that has a severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in any Foreign Currency (i) a Revolving Loan Commitment (referred to as each, a “Foreign Currency Revolving Loan Lender”)Loan,” and collectively, agrees that it will make loans (relative to such Lender, its the Foreign Currency Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided thatany Borrower, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrowon any Business Day during the period from and including the Closing Date to but not including the Revolving Credit Termination Date, prepay and reborrow provided that no Borrowing of Foreign Currency Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan made if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, immediately after giving effect thereto, (ix) the aggregate principal outstanding Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Revolving Loans outstanding at such time would exceed the Foreign Currency Subcommitment at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay and reborrow Foreign Currency Revolving Loans. (d) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Company, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of all Swing Line Swingline Loans would exceed outstanding at any time, when added to the then existing Swing Line Loan Commitment aggregate principal Dollar Amount or (iidetermined as of the most recent Revaluation Date) unless otherwise agreed to by of the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Swingline Lender plus the Swing Line Lender’s in its capacity as a Revolving Loan Percentage of the aggregate amount of Credit Lender outstanding at such time and its Letter of Credit Outstandings Exposure at such time, would exceed the Swing Line Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Company may borrow, repay (including by means of a Borrowing of Dollar Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. (e) Each Incremental Term Lender with respect to a particular Series of Incremental Term Loans severally agrees, subject to and on the terms and conditions of this Agreement and the applicable Incremental Term Loan Percentage Amendment, to make an Incremental Term Loan of such Series to the then existing Revolving Company on the applicable Incremental Term Loan Effective Date in a principal amount not to exceed its Incremental Term Loan Commitment Amountwith respect to such Series. To the extent repaid, Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Dj Orthopedics Inc)

Commitments. On Subject to the terms and conditions set forth herein, each Lender agrees (a) to make term loans to the Term Borrower in Dollars (x) on the Closing Date in an aggregate principal amount for all Term Lenders of at least the Dollar Equivalent of (eurodollar)75 million and (y) from time to time on and after the Closing Date and during the Term Availability Period in an amount not to exceed its Term Loan Commitment at such time provided, that any Term Loan that is repaid may not be reborrowed; (b) to make revolving loans to the Revolving Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (A) such Lender's Revolving Facility Credit Exposure exceeding such Lender's Revolving Facility Commitment or (B) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments, such Revolving Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the applicable Borrower, if to any Foreign Revolving Borrower, provided that the aggregate Revolving Facility Credit Exposure with respect to any Revolving Borrower shall not exceed such Revolving Borrower's Maximum Credit Limit; within the foregoing limits and subject to the terms and conditions of this Agreementset forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Facility Loans. No Revolving Loan Lender shall be permitted or required ; and (c) to make any Revolving Loan if, revolving loans to a CL Borrower (as specified in the related Borrowing Request if incurred on or after giving effect theretothe Restructuring Date) in Dollars from time to time during the CL Availability Period in an aggregate amount that will not result in (A) such Lender's CL Exposure exceeding such Lender's Credit-Linked Commitment or (B) the CL Exposure exceeding the Total Credit-Linked Commitment; within the foregoing limits and subject to the terms and conditions set forth herein, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan LenderCL Borrowers may borrow, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans repay and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrow CL Loans.

Appears in 1 contract

Sources: Credit Agreement (BCP Crystal Holdings Ltd. 2)

Commitments. On Subject to the terms and conditions hereof, (a) each Tranche B Term Lender as of the Original Closing Date, severally and not jointly, made Tranche B Term Loans to the Co-Borrowers on the Original Closing Date in an aggregate principal amount equal to its Original Tranche B Term Loan Commitment and (b) each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to one or more Co-Borrowers, at any time and from time to time on or after the Original Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender's Revolving Credit Exposure exceeding such Revolving Credit Lender's Revolving Credit Commitment; provided that in no event will (x) the aggregate amount of Revolving Loans made on the Original Closing Date exceed $25,000,000 and (y) the aggregate face amount of Letters of Credit issued on the Original Closing Date exceed $15,000,000 plus, if the maximum referred to in the foregoing clause (x) is not drawn on the Original Closing Date, the excess of such maximum amount over the amount so drawn. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions of this Agreementand limitations set forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Co-Borrowers may from time to time borrow, pay or prepay and reborrow Revolving Loans. All Tranche B Term Loans outstanding on the Second Amendment Effective Date were converted into Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, in accordance with the terms of the Second Amendment, and such Tranche B-1 Term Loans and Swing Line LoansTranche B-2 Term Loans are outstanding under this Agreement subject to the terms and conditions hereof. No Revolving Loan Lender shall be permitted Amounts paid or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount prepaid in respect of all Revolving Term Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (Harland Clarke Holdings Corp)

Commitments. On (a) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the Increase, each of Bank of Montreal, Regions Bank, Bank of America, N.A. and Comerica Bank (each individually a “New Lender” and collectively, the “New Lenders”) shall be issued a Revolving Credit Note in the principal face amount of its Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and each New Lender shall be a Lender under the Credit Agreement. KeyBank shall be issued a replacement Revolving Credit Note in the amount of its Commitment, and KeyBank will promptly return to Borrower its existing Revolving Credit Note in the principal face amount of $50,000,000.00 marked “Replaced”. (b) Borrower and Guarantors hereby acknowledge and agree that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the Swing Loan Commitment shall be increased from $5,000,000.00 to $20,000,000.00. In connection with the increase of the Swing Loan Commitment, KeyBank shall be issued a replacement Swing Loan Note in the principal face amount of $20,000,000.00 (the “Replacement Swing Loan Note”), and upon acceptance of the Replacement Swing Loan Note by KeyBank it will be the “Swing Loan Note” under the Credit Agreement. KeyBank will promptly return to Borrower the existing Swing Loan Note in the principal face amount of $5,000,000.00 marked “Replaced”. (c) By its signature below, each New Lender, subject to the terms and subject conditions hereof, hereby agrees to perform all obligations with respect to its respective Commitment as if such New Lender were an original Lender under and signatory to the conditions Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment as required under §2.1 of this the Credit Agreement, the Lenders and the Issuers severally agree obligation to make Credit Extensions pay amounts due in respect of Swing Loans as set forth below. SECTION 2.1.1in §2.5 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.10 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. Revolving Loan Commitment Each New Lender makes and Swing Line Loan Commitmentconfirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 of the Credit Agreement. From time to time Further, each New Lender acknowledges that it has, independently and without reliance upon the Agent, or on any Business Day occurring from affiliate or subsidiary thereof or any other Lender and after based on the Effective Date but prior financial statements supplied by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Except as expressly provided in the Credit Agreement, the Agent shall have no duty or responsibility whatsoever, either initially or on a continuing basis, to provide any New Lender with any credit or other information with respect to the Revolving Loan Commitment Termination Date, (a) each Borrower or Guarantors or to notify any New Lender that of any Default or Event of Default. No New Lender has a relied on the Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder. Each New Lender (i) a Revolving Loan Commitment represents and warrants as to itself that it is legally authorized to, and has full power and authority to, enter into this agreement and perform its obligations under this agreement; (referred 2) confirms that it has received copies of such documents and information as it has deemed appropriate to as a “Revolving Loan Lender”), make its own credit analysis and decision to enter into this agreement; (3) agrees that it will has and will, independently and without reliance upon any Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make loans its own credit decisions in evaluating the Revolving Credit Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the Collateral and other assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (relative 4) appoints and authorizes the Agent to take such Lender, action as agent on its “Revolving Loans”) behalf and to exercise such powers as are reasonably incidental thereto pursuant to the Borrowers terms of the Loan Documents; and (5) agrees that, by this agreement, it has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each New Lender acknowledges and confirms that its address for notices and Lending Office for Revolving Credit Loans are as set forth on the signature pages hereto. (d) On the effective date of this Amendment the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Loan Commitment Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage Credit Loans. The participation interests of the aggregate amount of all Lenders in Swing Line Loans and Letter Letters of Credit Outstandings, would exceed such Lender’s Revolving Loan shall be similarly adjusted. Each of those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the then existing outstanding Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountLoans.

Appears in 1 contract

Sources: Credit Agreement (American Realty Capital Healthcare Trust Inc)

Commitments. On (a) Subject to and upon the terms and subject conditions herein set forth, each Lender severally, but not jointly, agrees to make a loan or loans in U.S. Dollars, to the conditions of this AgreementBorrower from its applicable lending office (each, an “Original Revolving Credit Loan” and, collectively, the Lenders and “Original Revolving Credit Loans”) in an aggregate principal amount not to exceed at any time outstanding the Issuers severally agree to make amount of such ▇▇▇▇▇▇’s Original Revolving Credit Extensions as set forth below. SECTION 2.1.1Commitment. Revolving Loan Commitment Credit Loans (A) shall be made at any time and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and after the Effective Closing Date but and prior to the Maturity Date for such Revolving Loan Commitment Termination Date, Credit Loans, (aB) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) of the Lenders pursuant to the Borrowers equal same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 2.11) 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 Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such ▇▇▇▇▇▇’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan Percentage at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of each Borrowing the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Credit Exposures of any Class of Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Credit Loans at such time equals $15,000,000; and (b) exceeding the Swing Line aggregate Revolving Credit Commitments with respect to such Class. Each Lender agrees that it will may, at its option, make loans (its “Swing Line Loans”) any Loan available to the Borrowers equal Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or result in increased costs to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountBorrower.

Appears in 1 contract

Sources: Credit Agreement (Altus Power, Inc.)

Commitments. On the terms Upon and subject to the terms and conditions of this Agreementhereof, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From (i) each Lender (other than a Non-NAIC Lender) hereby agrees from time to time on any Business Day occurring from and after during the Effective Date but prior Availability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to the Revolving Loan Commitment Termination Date, terms and conditions of Article III, (aii) each Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender hereby agrees to purchase participations in the obligations of the Fronting Banks under Letters of Credit issued as Participated Letters of Credit, subject to the terms and conditions of Article III, (iii) each Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue a Non-NAIC Lender’s Ratable Share of any Letter of Credit issued as a Syndicated Letter of Credit (and each such Non-NAIC Lender hereby agrees to purchase participations in the obligations of such Fronting Bank in the amount of its Ratable Share of such Letter of Credit), and (iv) each Lender that has a (i) a Revolving Loan Commitment (referred hereby agrees to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lendereach, its a Revolving Loan,” and collectively, the “Loans”) to any Borrower from time to time on any Business Day during the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such dayAvailability Period; provided that, prior to the Acquisition Date, that no Revolving Loan Lender shall be permitted or required obligated to make or participate in any Revolving Loan if Credit Extension if, immediately after giving effect thereto, (x) the Credit Exposure of such Lender would exceed its Commitment at such time, (y) the aggregate outstanding Revolving Loans Credit Exposure would exceed the Aggregate Commitments at such time equals $15,000,000; and or (bz) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) with respect to the Borrowers equal Issuance of Letters of Credit, the applicable conditions in Section 3.3 are not met. Within the foregoing limits, and subject to the principal amount of the Swing Line Loan requested by the Borrowers to be made and on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay repay and reborrow Revolving Loans on a revolving basis Loans, and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter may obtain Letters of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required on a revolving basis to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter replace Letters of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountthat have expired or that have been drawn upon and reimbursed.

Appears in 1 contract

Sources: Credit Agreement (Allied World Assurance Co Holdings LTD)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, loans (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as each, a “Revolving Loan Lender”)Loan,” and collectively, agrees that it will make loans (relative to such Lender, its the “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan on any Business Day during the Availability Period; provided that no Lender shall be permitted or required obligated to make any Revolving Loan if, immediately after giving effect theretothereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers, from time to time on any Business Day during the Availability Period in an aggregate outstanding principal amount at any time outstanding not exceeding the Swingline Commitment, provided that no Borrowing of all Revolving Swingline Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans made if, immediately after giving effect thereto, (ix) the aggregate outstanding principal amount Credit Exposure of all Swing Line Loans any Lender would exceed its Commitment at such time, (y) the Aggregate Credit Exposure would exceed the then existing Swing Line Loan Commitment Amount aggregate Commitments at such time or (iiz) if any Lender is at such time a Defaulting Lender hereunder, unless otherwise agreed the Swingline Lender has entered into satisfactory arrangements with the applicable Borrower or such Lender to by eliminate the Swing Line Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in its sole discretionsuch Swingline Loan in an amount equal to such ▇▇▇▇▇▇’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the sum Borrowers may borrow, repay (including by means of all Swing Line Loans and a Borrowing of Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountpursuant to Section 2.2(d)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Unum Group)

Commitments. On Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees, severally and not jointly, to re-evidence and/or fund a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment, and all Term Loans under the Existing NRG Credit Agreement and outstanding on the Closing Date shall be re-evidenced as Term Loans hereunder, (b) each Revolving Credit Lender agrees, severally and not jointly, to re-evidence and/or fund Revolving Loans to the Borrower, at any time and from time to time after the Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment, and all Revolving Loans and Revolving Credit Commitments under the Existing NRG Credit Agreement outstanding on the Closing Date shall be re-evidenced as Revolving Loans and Revolving Credit Commitments hereunder; provided that notwithstanding the foregoing, and only with respect to Revolving Loans to be funded on the Closing Date, the Borrower may request Revolving Loans on the Closing Date to the extent the Borrower has, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Closing Date, and (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or fund its Credit-Linked Deposit with the Deposit Bank on the Closing Date in accordance with Section 2.24, and all Credit-Linked Deposits under the Existing NRG Credit Agreement outstanding on the Closing Date shall be re-evidenced as Credit-Linked Deposits hereunder. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions of this Agreementand limitations set forth herein, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers Borrower may from time to time borrow, pay or prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted Amounts paid or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount prepaid in respect of all Revolving Term Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Commitments. On (a) Each Dollar Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From Dollar Loans to the Borrower, from time to time on any Business Day occurring during the period from and including the Closing Date to but excluding the Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Dollar Commitment, provided that no Borrowing of Dollar Loans shall be made if, immediately after the Effective Date but prior giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Dollar Loans made pursuant to such Borrowing), (y) the Revolving Loan Dollar Credit Exposure of any Dollar Lender would exceed its Dollar Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; andor (z) the Aggregate Revolving Dollar Credit Exposure would exceed the aggregate Dollar Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Dollar Loans. (b) the Swing Line Each Multicurrency Lender agrees that it will make loans (its “Swing Line Loans”) severally agrees, subject to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made and on such day. On the terms and subject conditions of this Agreement, to make Multicurrency Loans to the conditions hereofBorrower, the Borrowers may from time to time borrowon any Business Day during the period from and including the Closing Date to but excluding the Termination Date, prepay and reborrow Revolving in an aggregate principal amount at any time outstanding not exceeding its Multicurrency Commitment, provided that no Borrowing of Multicurrency Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan made if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, immediately after giving effect thereto, (iy) the Dollar Amount of Multicurrency Loans of any Multicurrency Lender would exceed its Multicurrency Commitment at such time or (z) the Dollar Amount of the aggregate outstanding principal amount of all Swing Line Multicurrency Loans would exceed the then existing Swing Line Loan Commitment Amount or aggregate Multicurrency Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Multicurrency Loans. (iic) unless otherwise agreed The Swingline Lender agrees, subject to by and on the Swing Line Lenderterms and conditions of this Agreement, to make loans in Dollars (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower under the Dollar Commitments, from time to time on any Business Day during the period from the Closing Date to but excluding the Swingline Maturity Date (or, if earlier, the Termination Date), in its sole discretionan aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the sum aggregate principal amount of all Swing Line Loans and Revolving the Dollar Loans made by the Swing Line Swingline Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings in its capacity as a Dollar Lender outstanding at such time, would exceed the Swing Line Swingline Lender’s own Dollar Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the Revolving Loan Percentage Dollar Credit Exposure of any Dollar Lender would exceed its Dollar Commitment at such time, (y) the then existing Aggregate Revolving Loan Commitment AmountDollar Credit Exposure would exceed the aggregate Dollar Commitments at such time or (z) any Lender is at such time a Defaulting Lender hereunder, unless the aggregate Swingline Exposure of such Lender has been reallocated pursuant to Section 2.21(c)(i) and any amount not reallocated has been cash collateralized pursuant to Section 2.21(c)(ii) or the Swingline Lender has entered into other satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Dollar Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

Appears in 1 contract

Sources: Credit Agreement (Intercontinentalexchange Inc)

Commitments. On (a) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and subject conditions set forth in this Agreement, to make loans 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 making of each Revolving Loan (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Advance), such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. (b) From and including the Closing Date to but excluding the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in 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, such Lender’s Outstanding Credit Exposure shall not exceed its 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, the 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. Swingline Loans may be made even if the Swingline Lender’s Outstanding Credit Exposure would exceed its Commitment at such time, 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 Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date, Borrower may borrow, repay (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage including by means of the aggregate amount an Advance of each Borrowing of the Revolving Loans requested by the Borrowers pursuant to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.Section

Appears in 1 contract

Sources: Credit Agreement (Idaho Power Co)

Commitments. On the terms and subject to the conditions of this Agreementand relying upon the representations and warranties herein set forth, the Lenders each Lender agrees, severally and the Issuers severally agree not jointly: (a) to make Credit Extensions as Term Loans to the Borrower on the Closing Date in an aggregate principal amount up to but not exceeding the Funded Term Loan Commitment set forth below.opposite such Lender's name on Schedule 2.01; SECTION 2.1.1. (b) to make Revolving Loan Commitment Loans to the Borrower, at any time and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and or after the Effective Closing Date but and prior to the earlier of the 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 up to but not exceeding an amount equal to the difference between (i) the lesser of (A) the Revolving Credit Commitment set forth opposite such Lender's name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09, and (B) such Lender's Applicable Percentage of the Borrowing Base at such time and (ii) such Lender's Applicable Percentage of the LC Exposure at such time; and (c) to make Acquisition Loans to the Borrower, at any time and from time to time on or after the Closing Date and prior to the Acquisition Loan Commitment Termination Date in accordance with the terms hereof, in an aggregate principal amount at any time outstanding up to but not exceeding the Acquisition Loan Commitment set forth opposite such Lender's name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09. Acquisition Loans prepaid after the Acquisition Loan Commitment Termination Date may not be reborrowed. Within the limits set forth in clauses (b) and (c) of the preceding sentence, the Borrower may borrow, pay or prepay and reborrow Revolving Loans on or after the Closing Date and prior to the Maturity Date, and may borrow, pay or prepay and reborrow Acquisition Loans on or after the Closing Date and prior to the Acquisition Loan Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers and limitations set forth herein. Amounts paid or prepaid in respect of Term Loans may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loansnot be reborrowed. No Revolving Loan Lender shall be permitted Amounts paid or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage prepaid in respect of the aggregate amount of all Swing Line Acquisition Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of after the then existing Revolving Acquisition Loan Commitment Amount. Furthermore, the Swing Line Lender shall Termination Date may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (Foodbrands America Inc)

Commitments. On (a) Each Tranche A Term Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment a loan in Dollars (each, a “Tranche A Term Loan,” and Swing Line collectively, the “Tranche A Term Loans”) to the Company on the Closing Date in a principal amount not to exceed its Tranche A Term Loan Commitment. From No Tranche A Term Loans shall be made at any time after the Closing Date. To the extent repaid, Tranche A Term Loans may not be reborrowed. (b) Each Revolving Credit Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in Dollars (each, a “Dollar Revolving Loan,” and collectively, the “Dollar Revolving Loans”) to the Company, from time to time on any Business Day occurring during the period from and after including the Effective Closing Date to but prior to not including the Revolving Loan Commitment Credit Termination Date,, provided that no Borrowing of Dollar Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Dollar Revolving Loans made pursuant to such Borrowing), (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Company may borrow, repay and reborrow Dollar Revolving Loans. (ac) each Each Revolving Credit Lender that has a severally agrees, subject to and on the terms and conditions of this Agreement, to make loans in any Foreign Currency (i) a Revolving Loan Commitment (referred to as each, a “Foreign Currency Revolving Loan Lender”)Loan,” and collectively, agrees that it will make loans (relative to such Lender, its the Foreign Currency Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided thatany Borrower, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrowon any Business Day during the period from and including the Closing Date to but not including the Revolving Credit Termination Date, prepay and reborrow provided that no Borrowing of Foreign Currency Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan made if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, immediately after giving effect thereto, (ix) the aggregate principal outstanding Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Revolving Loans outstanding at such time would exceed the Foreign Currency Subcommitment at such time, (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrowers may borrow, repay and reborrow Foreign Currency Revolving Loans. (d) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Company, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of all Swing Line Swingline Loans would exceed outstanding at any time, when added to the then existing Swing Line Loan Commitment aggregate principal Dollar Amount or (iidetermined as of the most recent Revaluation Date) unless otherwise agreed to by of the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Swingline Lender plus the Swing Line Lender’s in its capacity as a Revolving Loan Percentage of the aggregate amount of Credit Lender outstanding at such time and its Letter of Credit Outstandings Exposure at such time, would exceed the Swing Line Swingline Lender’s own Revolving Credit Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed its Revolving Credit Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Company may borrow, repay (including by means of a Borrowing of Dollar Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. (e) Each Incremental Term Lender with respect to a particular Series of Incremental Term Loans severally agrees, subject to and on the terms and conditions of this Agreement and the applicable Incremental Term Loan Percentage Amendment, to make an Incremental Term Loan of such Series to the then existing Revolving Company on the applicable Incremental Term Loan Effective Date in a principal amount not to exceed its Incremental Term Loan Commitment Amountwith respect to such Series. To the extent repaid, Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Dj Orthopedics Inc)

Commitments. On Subject to the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From time to time on any Business Day occurring from and after the Effective Date but prior to the Revolving Loan Commitment Termination Date,herein: (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that has a will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date; (b) on the Term A-1 Commitment Effective Date, the Term A-1 Lenders party to the Existing Credit Agreement advanced (on a Revolving several, not joint, basis) to the Borrower a Term A-1 Loan in an aggregate principal amount of $250,000,000 (which, immediately prior to the Restatement Effective Date, had an outstanding balance of $250,000,000), in accordance with such Term A-1 Lenders’ Term A-1 Loan Commitment at such time; (c) on the Term A-2 Commitment Effective Date, the Term A-2 Lenders party to the Existing Credit Agreement advanced (on a several, not joint, basis) to the Borrower a Term A-2 Loan in an aggregate principal amount of $300,000,000 (which, immediately prior to the Restatement Effective Date, had an outstanding balance of $300,000,000), in accordance with such Term A-2 Lenders’ Term A-2 Loan Commitment at such time; and (d) each Term A-3 Lender with a Term A-3 Loan Commitment (referred severally and not jointly) agrees, until the Term A-3 Commitment Termination Date, to as make a “Revolving Term A-3 Loan Lender”), agrees that it will make loans (relative to such Lender, its “Revolving Loans”) to the Borrowers Borrower in Dollars on the Term A-3 Commitment Effective Date, in an amount equal to such Lender’s Revolving Term A-3 Loan Percentage of Commitment by making immediately available funds available to the aggregate amount of each Borrowing of Administrative Agent’s designated account, not later than the Revolving Loans requested time specified by the Borrowers to be made on such day; provided that, prior to Administrative Agent. Within the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrowers Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted Amounts repaid or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage prepaid in respect of the aggregate amount of all Swing Line Term Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall may not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amountreborrowed.

Appears in 1 contract

Sources: Credit Agreement (Ugi Corp /Pa/)

Commitments. On (a) Each Lender severally agrees, subject to and on the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. loans (each, a “Revolving Loan Commitment Loan,” and Swing Line Loan Commitment. From collectively, the “Revolving Loans”) to the Borrower, from time to time on any Business Day occurring during the period from and after including the Restatement Effective Date to but prior to not including the Revolving Loan Commitment Termination Date, , in Dollars in an aggregate principal amount at any time outstanding not greater than its Commitment, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto (a) each Lender that has a and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (i) a the Credit Exposure of any Lender would exceed such Lender’s Commitment or (ii) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loan Commitment Loans. (referred b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement and the Sweep Program (as a “Revolving Loan Lender”long as it remains in effect), agrees that it will to make loans (relative to such Lendereach, its a Revolving Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided thatBorrower, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and (b) the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrowon any Business Day during the period from and including the Restatement Effective Date to but not including the Swingline Maturity Date (or, prepay and reborrow Revolving if earlier, the Termination Date), in Dollars in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment; provided that no Borrowing of Swingline Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan made if, immediately after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of Aggregate Credit Exposure would exceed the aggregate amount of all Swing Line Loans Commitments at such time, and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of provided further that the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Swingline Lender shall not be permitted 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 required such Lender to make Swing Line Loans if, eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect theretoto Section 2.22(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the 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 and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant 12581222v10 24740.00017 to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, ▇▇▇▇▇ Fargo, and the Lenders hereby agree that effective as of the Restatement Effective Date (i) the aggregate outstanding principal amount balance of all Swing Line loans (not exceeding the Swingline Commitment) made under the Sweep Program, if any, shall be Swingline Loans would exceed under this Agreement and the then existing Swing Line Loan Commitment Amount or Sweep Program and subject to the terms hereof and thereof, (ii) unless otherwise agreed ▇▇▇▇▇ Fargo shall be the Swingline Lender hereunder with respect to by such Swingline Loans, and (iii) the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage applicable provisions of the aggregate amount of Letter of Existing Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountAgreement with respect to such Swingline Loans are replaced by this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Old Dominion Freight Line, Inc.)

Commitments. On (a) [Reserved], (b) Subject to and upon the terms and subject conditions herein set forth, each Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the conditions Borrowers from its applicable lending office (each such loan (including any Protective Advances), a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of this Agreementsuch ▇▇▇▇▇▇’s Revolving Credit Commitment, provided that any of the Lenders foregoing such Revolving Credit Loans (A) shall be made at any time and the Issuers severally agree to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and after the Effective Closing Date but and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower Representative be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate 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 Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment Termination Date, with respect to such Class and (aE) each Lender that has shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Line Cap then in effect. Each Revolving Credit Loan and any Swingline Loan made to a Borrower shall first be made as a Tranche B Loan and considered to be made pursuant to the Tranche B Borrowing Base except (i) Letters of Credit issued pursuant to Section 3 shall first be considered to be made pursuant to the Tranche A Borrowing Base, (ii) to the extent that the aggregate amount of the Lenders’ Revolving Credit Exposures exceeds the Tranche B Borrowing Base, any such excess Revolving Credit Loans and Swingline Loans shall be considered to be made pursuant to the Tranche A Borrowing Base (and such Revolving Credit Loans and Swingline Loans shall constitute Tranche A Loans) in an aggregate amount not exceeding the Tranche A Borrowing Base and (iii) until the Overadvance Borrowing Base has been permanently reduced to zero, to the extent that the aggregate amount of the Lenders’ Revolving Credit Exposures exceeds the sum of the Tranche B Borrowing Base and the Tranche A Borrowing Base, any such excess Revolving Credit Loans, Swingline Loans and Letter of Credit Exposure shall be considered to be made pursuant to the Overadvance Borrowing Base (and such Revolving Credit Loans, Swingline Loans and Letters of Credit shall constitute Overadvance Loans) in an aggregate amount not exceeding the Overadvance Borrowing Base. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a Revolving Loan Commitment loan or loans (referred to as each a “Revolving Loan Lender”)Swingline Loan” and, agrees that it will make loans (relative to such Lender, its collectively the Revolving Swingline Loans”) to the Borrowers equal in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to such Lender’s Revolving Loan Percentage the application of the proceeds thereof, result at any time in the aggregate amount of each Borrowing of the Lenders’ Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans Credit Exposures at such time equals $15,000,000; and exceeding the Line Cap then in effect, and (bv) may be repaid and reborrowed in accordance with the Swing Line Lender agrees that it will make loans (its “Swing Line Loans”) to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such dayprovisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. Each Swingline Loan shall be made pursuant to the Tranche A Borrowing Base, the Tranche B Borrowing Base or the Overadvance Borrowing Base as provided in Section 2.1(b) and shall be subject to all the terms and subject conditions (including for calculating interest therein) applicable to Revolving Credit Loans made pursuant to the conditions hereofTranche A Borrowing Base as Tranche A Loans, the Borrowers may from time to time borrow, prepay and reborrow Revolving Tranche B Borrowing Base as Tranche B Loans and Swing Line the Overadvance A Borrowing Base as Overadvance Loans. No Revolving Loan Lender , as applicable, except that all payments with respect thereto shall be permitted or required payable to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment AmountSwingline Lender for its own account. Furthermore, the Swing Line The Swingline Lender shall not be permitted make any Swingline Loan after receiving a written notice from the Borrower Representative, the Administrative Agent or required to make Swing Line Loans if, after giving effect thereto, the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) the aggregate outstanding principal amount rescission of all Swing Line Loans would exceed such notices from the then existing Swing Line Loan Commitment Amount party or parties originally delivering such notice or (ii) unless otherwise agreed to by the Swing Line Lenderwaiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the sum Administrative Agent that all then-outstanding Swingline Loans shall be funded with a Borrowing of all Swing Line Revolving Credit Loans in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Lender pro rata based on each ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit Loans made upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swing Line Swingline Lender plus notwithstanding (i) that the Swing Line amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender’s , any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan Percentage shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of Letter such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swingline Loans allocated to the Lenders holding the Expiring Credit Commitments at the maturity date of the then existing Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Loan Commitment AmountCredit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower Representative, without the consent of any other Person.

Appears in 1 contract

Sources: Revolving Credit Agreement (Bob's Discount Furniture, Inc.)

Commitments. On (a) Subject to the terms and subject to conditions and relying upon the conditions of this Agreementrepresentations and warranties herein set forth, the Lenders each Lender agrees, severally and the Issuers severally agree not jointly, to make Credit Extensions as set forth below. SECTION 2.1.1. Revolving Loan Commitment Standby Loans, denominated in Dollars or in any Committed Currency, to any Borrower, at any time and Swing Line Loan Commitment. From from time to time on any Business Day occurring from and after the Effective Date but prior to and until the Revolving Loan earlier of the Maturity Date and the termination of the Commitment Termination Date, (a) each Lender that has a (i) a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”), agrees that it will make loans (relative to of such Lender, its “Revolving Loans”) to the Borrowers equal to such Lender’s Revolving Loan Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be made on such day; provided that, prior to the Acquisition Date, no Revolving Loan Lender shall be permitted or required to make any Revolving Loan if the aggregate outstanding Revolving Loans at such time equals $15,000,000; and. (b) Subject to the Swing Line terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Alternate Currency Addendum, each Alternate Currency Lender agrees that it will is party to an Alternate Currency Addendum agrees, severally and not jointly, to make loans (its “Swing Line Loans”) Alternate Currency Loans under such Alternate Currency Addendum to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day. On the terms party thereto, at any time and subject to the conditions hereof, the Borrowers may from time to time borrowon and after the later of the Effective Date and the execution of such Alternate Currency Addendum and until the earlier of the Maturity Date and the termination of the Commitment (or the commitment under such Alternate Currency Addendum) of such Alternate Currency Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall in no event may any Borrowing be permitted or required to make any Revolving Loan made under this Article II if, after giving effect thereto, the aggregate outstanding principal amount thereto (and to any concurrent repayment or prepayment of all Revolving Loans of such Revolving Loan Lender, together with such Lender’s Revolving Loan Percentage of the aggregate amount of all Swing Line Loans and Letter of Credit Outstandings, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect theretoLoans), (i) the sum of the aggregate outstanding principal amount of all Swing Line Loans Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then existing Swing Line Loan Commitment Amount or in effect, (ii) unless otherwise agreed to by the Swing Line Standby Credit Exposure of any Lender would exceed such Lender's Commitment, in its sole discretion, (iii) the sum of all Swing Line Loans the aggregate Committed Currency Credit Exposures and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage Dollar Equivalent of the aggregate amount of Letter of Credit Outstandings Alternate Currency Loans outstanding would exceed the Swing Line Lender’s Revolving Loan Percentage Multicurrency Maximum Borrowing Amount, (iv) the aggregate Dollar Equivalent of the then existing Revolving Loan Commitment Alternate Currency Loans outstanding under any Alternate Currency Addendum would exceed the applicable Alternate Currency Facility Maximum Borrowing Amount, or (v) the aggregate Dollar Equivalent of the Alternate Currency Loans of any Lender outstanding under any Alternate Currency Addendum would exceed the applicable Alternate Currency Lender Maximum Borrowing Amount. (d) Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans and Alternate Currency Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Facility Agreement (Readers Digest Association Inc)