Common use of Commitments Clause in Contracts

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 7 contracts

Sources: Incremental Revolving Credit Assumption Agreement (TransDigm Group INC), Incremental Term Loan Assumption Agreement (TransDigm Group INC), Credit Agreement (TransDigm Group INC)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Lender agrees, severally and not jointly, agrees (i) to make a Tranche D Term Loan, in Dollars, Loans to the Borrower on from time to time during the Second Restatement Date, Term Loan Availability Period in a principal amount not to exceed exceeding its Tranche D Term Loan Commitment, if any, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar 's Revolving Credit Commitment and Commitment, if any, (iii) to make Multicurrency Additional Incremental Term Loans to the Borrower under any Additional Incremental Facility during the period or on the date set forth in the applicable Additional Incremental Facility Agreement in a principal amount not exceeding its Additional Incremental Commitment in respect of such Additional Incremental Facility, if any, and (iv) to make Additional Incremental Revolving Loans to the Borrower, Borrower under any Additional Incremental Facility during the period set forth in Dollars or any Alternative Currency, the applicable Additional Incremental Facility Agreement in a principal amount not exceeding at any time and its Additional Incremental Revolving Commitment in respect of such Additional Incremental Facility, if any, (b) each Incremental Tranche A Lender agrees to make Incremental Tranche A Term Loans to the Borrower from time to time on or after during the Second Restatement DateIncremental Tranche A Term Loan Availability Period in a principal amount not exceeding its Incremental Tranche A Commitment, and until provided that the earlier of initial Borrowing under the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Incremental Tranche A Facility shall be in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentless than $225,000,000 and shall occur on the First Incremental Borrowing Date. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans and Additional Incremental Revolving Loans. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesLoans, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Additional Incremental Term Loans may not be reborrowed.

Appears in 6 contracts

Sources: Aircraft Dry Lease (Williams Companies Inc), Purchase and Sale Agreement (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agreeshaving a Revolving Credit Commitment severally agrees to make revolving credit loans ("Revolving Credit Loans") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such Lender's Revolving Credit Commitment; provided, severally and not jointly, that no Lender shall be obligated to make Revolving Credit Loans to the Borrower hereunder in an aggregate principal amount at any one time outstanding exceeding (i) during the Tranche A Commitment Period, such Lender's Revolving Credit Commitment Percentage of the lesser of (A) $450,000,000 and (B) the aggregate Revolving Credit Commitments of all Lenders, (ii) during the Tranche B Commitment Period, such Lender's Revolving Credit Commitment Percentage of the lesser of (A) $1,200,000,000 and (B) the aggregate Revolving Credit Commitments of all Lenders and (iii) during the Tranche C Commitment Period, such Lender's Revolving Credit Commitment Percentage of the aggregate Revolving Credit Commitments of all Lenders. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) Subject to the terms and conditions hereof, each Lender having a Term Loan I Commitment severally agrees to make a term loan (collectively, the "Tranche D I Term Loan, in Dollars, Loans") to the Borrower on in a principal amount equal to the Second Restatement Dateamount of such Lender's Term Loan I Commitment, and each Lender having a Term Loan II Commitment severally agrees to make a term loan (collectively, the "Tranche II Term Loans") to the Borrower in a principal amount not to exceed its Tranche D the amount of such Lender's Term Loan II Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agreesThe Loans may from time to time be (i) Eurodollar Loans, severally (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and not jointly, on the terms and subject notified to the conditions set forth herein and Administrative Agent in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedaccordance with subsection 2.

Appears in 6 contracts

Sources: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum L P)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment[reserved], (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 5 contracts

Sources: Incremental Term Loan Assumption Agreement (TransDigm Group INC), Incremental Term Loan Assumption Agreement (TransDigm Group INC), Incremental Term Loan Assumption Agreement (TransDigm Group INC)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Closing Date, in the case of the First Amendment Incremental Term Loans, on the First Amendment Closing Date, or in the case of the 2021 Replacement Term Loans, on the Third Amendment Closing Date, or in the case of the Fourth Amendment Incremental Term Loans, on the Fourth Amendment Closing Date, in each case in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, (ii) each Second Incremental Term Loan Lender severally, and not jointly, agrees to make Dollar Second Amendment Incremental Term Loans to the Borrower on the Second Amendment Closing Date and (iii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans and the Second Amendment Incremental Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Agreement. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 5 contracts

Sources: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, Loan in Dollars, Dollars to the Borrower Company on the Second Restatement Date, Closing Date in a principal amount not to exceed exceeding its Tranche D Initial Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental herein, (i) each Dollar Tranche Revolving Credit Assumption Agreement, Lender agrees to make Incremental revolving credit loans (“Dollar Tranche Revolving Loans Loans”) in Dollars to the Borrower, Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at that will not result (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.04) in (x) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Revolving Commitments or (y) the Dollar Tranche Revolving Credit Exposure of any Lender exceeding such Lender’s Dollar Tranche Revolving Commitment and (ii) each Multicurrency Tranche Revolving Lender agrees to make revolving credit loans (“Multicurrency Tranche Revolving Loans”) in Dollars or in one or more Alternative Currencies to the Borrowers from time outstanding to time during the Revolving Commitment Period in an aggregate principal amount that will not result in such Lender’s Incremental (x) the sum of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Revolving Commitments, (y) the Multicurrency Tranche Revolving Credit Exposure of any Lender exceeding such Lender’s Incremental Multicurrency Tranche Revolving Commitment or (z) the sum of the total Revolving Credit CommitmentExposures denominated in an Alternative Currency exceeding the Alternative Currency Sublimit. Within During the limits set forth Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in the preceding sentence whole or in part, and subject to the termsreborrowing, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on all in accordance with the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedhereof.

Appears in 4 contracts

Sources: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (ia) to make a Tranche D Term Loan, in Dollars, term loan to the Borrower on the Second Restatement Date, Tender Offer Date in a an aggregate principal amount not to exceed its Tranche D Term Loan Commitmentthe Tender Facility Commitment of such Lender, (iib) to make Dollar Revolving Loans revolving loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, Tender Offer Date and until the earlier of the Revolving Credit Pre-Merger Facilities Maturity Date with respect to and the Dollar termination of the Pre-Merger Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not to exceed the Pre-Merger Revolving Credit Commitment of such Lender, (c) to make term loans to the Borrower, at any time and from time to time during the Term Facility Availability Period, in an aggregate principal amount not to exceed the Term Facility Commitment of such Lender and (d) to make revolving loans to the Borrower, at any time and from time to time on or after the Merger Date and until the earlier of the Post-Merger Facilities Maturity Date and the termination of the Dollar Post-Merger 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 Revolving Credit Lender’s Dollar (i) the Post-Merger Revolving Credit Exposure of such Lender exceeding such Lender’s Dollar Revolving Credit Commitment and (iiiii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Post-Merger Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in clauses (b) and (d) of the preceding sentence sentence, the Borrower may borrow, pay or prepay and reborrow Pre-Merger Revolving Loans and Post-Merger Revolving Loans subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Tender Facility Loans and Term Facility Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 3 contracts

Sources: Credit Agreement (Schein Pharmaceutical Inc), Credit Agreement (Danbury Pharmacal Puerto Rico Inc), Credit Agreement (Schein Pharmaceutical Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agreeswith an Initial US Commitment severally, severally and not jointly, (i) agrees to make a Tranche D Term Loan, loans in Dollars, Dollars and/or any other Alternate Currency to the US Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Initial US 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 (i) the Initial US Revolving Credit Exposure exceeding the lesser of (A) the Initial US Commitments and (B) the US Borrowing Base, or (ii) such Lender’s Dollar Initial US Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Initial US Commitment. (b) Subject to the terms and conditions set forth herein, each Lender with an Initial Canadian Commitment severally, and (iii) not jointly, agrees to make Multicurrency Revolving Loans loans in Canadian Dollars, Dollars and/or any other Alternate Currency to the Borrower, in Dollars or any Alternative Currency, Canadian Borrower at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Initial Canadian Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would will not result in such (i) the Initial Canadian Revolving Credit Exposure exceeding the lesser of (A) the Initial Canadian Commitments and (B) the Canadian Borrowing Base, or (ii) such Lender’s Multicurrency Initial Canadian Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Initial Canadian Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Subject to the terms and conditions of this Agreement and any applicable Extension Amendment or Incremental Revolving Facility Amendment, each Lender having an Incremental Term Loan and each Additional Revolving Lender with any Additional Revolving Commitment hereby agreesfor a given Class severally, severally and not jointly, on the terms and subject agrees to make Additional Revolving Loans of such Class to the conditions set forth herein and in Borrowers, which Revolving Loans shall not exceed for any such Lender or Additional Revolving Lender at the applicable Incremental Term Loan Assumption Agreementtime of any incurrence thereof, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect Additional Revolving Commitment of Incremental Term Loans may not be reborrowedeach Class of Lender.

Appears in 3 contracts

Sources: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hillman Companies Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, each Lender agrees, severally and not jointly, forth: (i) each Term Loan Lender severally agrees to make a Tranche D the Term Loan, in Dollars, Loan to the Borrower Borrowers on the Second Restatement Effective Date, in a an aggregate principal amount not to exceed its Tranche D the amount of such Lender’s Term Loan Commitment, ; and (ii) each Delayed Draw Term Loan Lender severally agrees to make Dollar Revolving Loans term loans (collectively, the “Delayed Draw Term Loans”) to the Borrower, in Dollars, Borrower at any time and from time to time on or after the Second Restatement Effective Date and prior to the Delayed Draw Term Loan Commitment Expiry Date, and or until the earlier reduction of the Revolving Credit Maturity Date with respect its Delayed Draw Term Loan Commitment to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender zero in accordance with the terms hereof, in an amount requested by the Borrower not to exceed the amount of such Lender’s Delayed Draw Term Loan Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Term Loan made on the Effective Date with respect to shall not exceed the Multicurrency Revolving Credit Commitment of such Lender and the termination Total Term Loan Commitment. Any principal amount of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid Term Loan which is repaid or prepaid in respect of Term Loans may not be reborrowed. (bii) Each Lender having an Incremental Revolving Credit The Total Delayed Draw Term Loan Commitment hereby agrees, severally shall automatically and not jointly, permanently be reduced to zero on the terms Delayed Draw Term Loan Commitment Expiry Date. The Borrower may borrow Delayed Draw Term Loans on and subject after the Effective Date and prior to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, Delayed Draw Term Loan Commitment Expiry Date in an aggregate principal amount at any time outstanding that will (inclusive of all Delayed Draw Term Loans, whenever made) not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit to exceed the Total Delayed Draw Term Loan Commitment. Within the limits set forth in the preceding sentence and , subject to the terms, conditions provisions and limitations set forth herein, . The aggregate principal amount of the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (cDelayed Draw Term Loans made pursuant to Section 2.01(a)(ii) Each Lender having an Incremental shall not exceed the Total Delayed Draw Term Loan Commitment hereby agrees, severally and there shall not jointly, on the terms and subject to the conditions set forth herein and be more than four (4) Delayed Draw Term Loans in the applicable Incremental aggregate. Any Delayed Draw Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 3 contracts

Sources: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in Dollars in a principal amount not equal to exceed its Tranche D Initial Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions set forth herein, each Delayed Draw Term Lender having an Incremental Revolving Credit Commitment hereby agreesseverally, severally and not jointly, on the terms and subject agrees to make “Delayed Draw Term Loans” to the conditions set forth herein and Borrower in the applicable Incremental Revolving Credit Assumption AgreementDollars from time to time (but in any event limited to three drawings, to make Incremental Revolving Loans to the Borrower, each in an a minimum aggregate principal amount of at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointlyleast $10,000,000), on any Business Day until the terms and subject to the conditions set forth herein and in the applicable Incremental Delayed Draw Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerCommitment Termination Date, in an aggregate a principal amount not to exceed its Incremental Delayed Draw Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Delayed Draw Term Loans may not be reborrowed. Once funded, Delayed Draw Term Loans will initially be of the same Type and will have the same Interest Period as the Initial Term Loans (allocated pro rata if multiple Interest Periods shall be in effect at such time) outstanding at the time of the borrowing of such Delayed Draw Term Loan. (c) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Term Loan Commitment of a given Class, severally and not jointly, agrees to make Additional Term Loans of such Class to the Borrower, which Additional Term Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Term Loan Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment.

Appears in 3 contracts

Sources: Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, agrees to (ix) to make a Tranche D Initial Dollar Term Loan, in Dollars, Loans to the Initial U.S. Borrower on the Second Restatement Date, Closing Date in a principal amount not to exceed its Tranche D Initial Dollar Term Loan Commitment, Commitment and (y) make separate Initial Euro Term Loans (in the amounts specified in their respective borrowing notices) to each of the Initial U.S. Borrower and the Initial Dutch Borrower on the Closing Date in an aggregate principal amount not to exceed its Initial Euro Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Initial Revolving Loans to the Borrower, each Borrower in Dollars, Euros or any Alternate Currency at any time and from time to time on or and after the Second Restatement Closing Date (subject to the limitations on incurrence of Initial Revolving Loans on the Closing Date), and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the each Borrower may borrow, pay or prepay and reborrow re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowedre-borrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the each applicable Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Amendment. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 3 contracts

Sources: First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Credit Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, Revolving Borrowers in Dollars, at any time and from time to time on or after the Second 2016 Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, hereof and in an aggregate principal amount at any time outstanding that will not result in (x) such Revolving Credit Lender▇▇▇▇▇▇’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar its Revolving Credit Commitment and or (iiiy) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Aggregate Revolving Credit Exposure exceeding such Lender’s Multicurrency the Total Revolving Credit CommitmentCommitments. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Term Loan Commitment (including a U.S. Term Loan Commitment or a European Term Loan Commitment on the 2016 Restatement Date) or an Other Revolving Credit Commitment hereby agreesCommitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borroweror Other Revolving Loans, in an aggregate principal amount not amount, to exceed its the Borrowers and on the terms and conditions set forth in the applicable Incremental Term Loan CommitmentAssumption Agreement. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 3 contracts

Sources: Credit Agreement (Pactiv Evergreen Inc.), Specified Refinancing Amendment, Incremental Amendment and Administrative Agency Transfer Agreement (Pactiv Evergreen Inc.), Fourth Amended and Restated Agreement (Pactiv Evergreen Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each NAIC Tranche Lender agrees, severally and not jointly, (i) agrees to make a NAIC Tranche D Term Loan, Loans in Dollars, Dollars or in any Agreed Foreign Currency to one or more of the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Borrowers from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Revolving NAIC Tranche Credit Exposure exceeding such Lender’s Dollar Revolving NAIC Tranche Commitment, (ii) the total NAIC Tranche Credit Commitment and Exposures exceeding the total NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount and (b) each Non-NAIC Tranche Lender agrees to make Multicurrency Revolving Non-NAIC Tranche Loans to the Borrower, in Dollars or in any Alternative Currency, at any time and Agreed Foreign Currency to one or more of the Borrowers from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that would will not result in (i) such Revolving Credit Lender’s Multicurrency Revolving Non-NAIC Tranche Credit Exposure exceeding such Lender’s Multicurrency Revolving Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit CommitmentExposures exceeding the total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the each Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowedunder each Tranche. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 3 contracts

Sources: Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Standby Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or and after the Second Restatement Date, date hereof and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with Lender. (b) Subject to the terms hereofand conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, in an aggregate principal amount at any time outstanding that will each Local Currency Lender agrees, severally and not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) jointly, to make Multicurrency Revolving Local Currency Loans to the Borrower, in Dollars or any Alternative Currency, Borrowers at any time and from time to time on or and after the Second Restatement Date, execution of the applicable Local Currency Addendum and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment (or the commitment under such Local Currency Addendum) of such Lender Local Currency Lender. (c) Notwithstanding anything to the contrary contained in accordance with the terms hereofthis Agreement, in an no event may Standby Loans or Local Currency Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby Credit Exposures, the aggregate Competitive Loan Exposures and the aggregate L/C Exposures would exceed the Total Commitment then in effect, (ii) the sum of the Standby Credit Exposure and the L/C Exposure of any Lender would exceed such Lender's Commitment or (iii) the Dollar Equivalent of the aggregate principal amount at of the outstanding Local Currency Loans of any time outstanding that Local Currency Lender denominated in a specified Local Currency would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentexceed the applicable Local Currency Facility Maximum Borrowing Amount or any Local Currency Lender Maximum Borrowing Amount. 21 16 Within the limits set forth in foregoing limits, the preceding sentence Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local 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, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (George Acquisition Inc), Credit Facility Agreement (Itt Industries Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender severally, each Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, ; (ii) each Initial Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower in Dollars as may be requested by the Borrower, in Dollars, at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and Commitment; and (iii) each Initial Delayed Draw Term Lender severally, and not jointly, agrees to make Multicurrency Revolving Initial Delayed Draw Term Loans to the Borrower, Borrower in Dollars or any Alternative Currency, in a principal amount not to exceed its Initial Delayed Draw Term Loan Commitment at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of (i) the Revolving Credit Maturity Initial Delayed Draw Term Loan Commitment Termination Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and (ii) the termination of the Multicurrency Revolving Credit Initial Delayed Draw Term Loan Commitment of such Initial Delayed Draw Term Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Initial Delayed Draw Term Loans and Initial Term Loans are the same Class of Term Loans for all purposes under this Agreement. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Revolving Loans may borrowconsist of ABR Loans, pay LIBO Rate Loans, or prepay a combination thereof, and reborrow Revolving Loansmay be borrowed, paid, repaid and reborrowed. Amounts paid or prepaid in respect of Term the Initial Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment, or Incremental Facility Amendment, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Amendment. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, revolving credit loans denominated in Dollars, Dollars ("Dollar Revolving Loans") to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Period in an aggregate principal amount at any one time outstanding that will which, when added to such Lender's Revolving Percentage of the Outstanding Committed Extensions of Credit, shall not result in exceed such Revolving Credit Lender’s 's Commitment. The Borrower shall not request and no Lender shall be required to make any Dollar Revolving Credit Exposure exceeding Loan if, after making such Lender’s Dollar Revolving Loan, the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect. During the Commitment Period, the Borrower may use the Commitments by borrowing, prepaying and (iii) to make Multicurrency reborrowing the Dollar Revolving Loans to the Borrowerin whole or in part, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender all in accordance with the terms and conditions hereof. The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Dollar Revolving Loans as required. The Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18. (b) The Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the earlier of the Termination Date and the date on which the Dollar Revolving Loans shall become due and payable in accordance with Section 7. (c) Subject to the terms and conditions hereof (including, without limitation, Section 2.31), each Multicurrency Lender severally agrees, from time to time during the Commitment Period, to make revolving credit loans denominated in one or more Foreign Currencies ("Multicurrency Loans") to the Borrower in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding that would which (a) shall not result in exceed such Revolving Credit Multicurrency Lender’s 's Multicurrency Revolving Credit Exposure exceeding Subcommitment and (b) when added to such Lender’s Multicurrency 's Revolving Credit Percentage of the Outstanding Committed Extensions of Credit, shall not exceed such Lender's Commitment. Within The Borrower shall not request and no Multicurrency Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan (i) the limits set forth Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the preceding sentence and subject to Dollar Equivalent of the terms, conditions and limitations set forth hereinaggregate outstanding Multicurrency Loans shall exceed the Multicurrency Sublimit. During the Commitment Period, the Borrower may borrow, pay or prepay and reborrow Revolving Multicurrency Loans. Amounts paid , in whole or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreespart, severally and not jointly, on all in accordance with the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving hereof. All Multicurrency Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving shall be Eurocurrency Loans. (cd) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, The Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the terms earlier of the Termination Date and subject to the conditions set forth herein date on which the Multicurrency Loans shall become due and payable in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedaccordance with Section 7.

Appears in 2 contracts

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

Commitments. (ai) Subject to the terms and conditions set forth herein, each Construction Loan Lender agreesseverally agrees to make construction loans (collectively, severally and not jointly, (ithe "CONSTRUCTION LOANS") to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Company from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Construction Loan Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Period in an aggregate principal amount at any one time outstanding that will not result in to exceed such Revolving Credit Construction Loan Lender’s Dollar Revolving Credit Exposure exceeding 's Construction Loan Commitment at such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmenttime. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Company may borrow, pay or prepay and but not reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Construction Loans. (cii) Each Lender having an Incremental Term Loan Commitment hereby agreesDuring the Revolving Credit Availability Period, severally and not jointly, on subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreementhereof, each Revolving Credit Lender severally agrees to make Incremental Term Revolving Credit Loans to the BorrowerCompany in the aggregate amount up to but not exceeding such Revolving Credit Lender's Revolving Credit Commitment; PROVIDED, after giving effect to the making of any Revolving Credit Loans in an no event shall the Total Utilization of Revolving Credit Commitments exceed the aggregate principal amount not to exceed its Incremental Term Loan Commitmentof Revolving Credit Commitments then in effect. Amounts borrowed pursuant to this Section 2.1(a)(ii) may be repaid and reborrowed during the Revolving Credit Commitment Period; PROVIDED, HOWEVER, that any amounts borrowed and repaid prior to the Conversion Date may only be reborrowed after the Conversion Date. Each Revolving Credit Lender's Revolving Credit Commitment shall expire on the Revolving Credit Commitment Termination Date and all Revolving Credit Loans and all other amounts owed hereunder with respect to the Revolving Credit Loans and the Revolving Credit Commitments shall be paid or prepaid in respect of Incremental Term Loans may not be reborrowedfull no later than the Final Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Flag Telecom Holdings LTD), Credit Agreement (Flag Telecom Holdings LTD)

Commitments. (a) Subject to the terms and conditions set forth herein, each Dollar Tranche Lender agrees, severally and not jointly, (i) agrees to make a revolving credit loans in dollars ("Dollar Tranche D Term Loan, in Dollars, Revolving Loans") to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s 's Dollar Tranche Revolving Credit Exposure exceeding such Lender’s 's Dollar Tranche Commitment or (ii) the sum of the Dollar Tranche Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to Exposures exceeding the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmenttotal Dollar Tranche Commitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreementherein, each Multi-Currency Tranche Lender agrees to make Incremental revolving credit loans in dollars, Euros or Canadian Dollars ("Multi-Currency Tranche Revolving Loans Loans") to the Borrower, Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Incremental 's Multi-Currency Tranche Revolving Credit Exposure exceeding such Lender’s Incremental 's Multi-Currency Tranche Commitment, or (b) the sum of the Multi-Currency Tranche Revolving Credit CommitmentExposures exceeding the total Multi-Currency Tranche Commitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Multi-Currency Tranche Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Claiborne Liz Inc), Credit Agreement (Claiborne Liz Inc)

Commitments. (a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, : (i) each Tranche A-1 Term Loan Lender agrees, severally and not jointly, (i) to make a Tranche D A-1 Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in a principal amount not to exceed its Tranche D A-1 Term Loan Commitment, ; and (ii) each Tranche A-2 Term Loan Lender agrees, severally and not jointly, to make Dollar Tranche A-2 Term Loans to the Borrower on the Closing Date in a principal amount not to exceed its Tranche A-2 Term Loan Commitment. Amounts paid or prepaid 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 Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (d) Notwithstanding anything in this Agreement to the contrary, no more than seven (7) Classes of Loans and seven (7) Classes of Commitments shall be outstanding at any one time.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Enviva Partners, LP)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, each Lender agrees, severally and not jointly, forth: (i) each Revolving Loan Lender severally agrees to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, Borrowers at any time and from time to time on or after from the Second Restatement Effective Date to the Final Maturity Date, and or until the earlier reduction of the Revolving Credit Maturity Date with respect to the Dollar its Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding to exceed the amount of such Lender’s Dollar Revolving Credit Commitment and Commitment; (iiiii) each Initial Term Loan Lender severally agrees to make Multicurrency Revolving Loans the Initial Term Loan to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time Borrowers on or after the Second Restatement Effective Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount equal to the amount of such Initial Term Loan Lender’s Initial Term Loan Commitment; and (iii) each Delayed Draw Term Loan Lender severally agrees to make the Delayed Draw Term Loans to the Borrower on any Business Day prior to the DDTL Commitment Expiration Date in Dollars in a principal amount not to exceed its Delayed Draw Term Loan Commitment; provided that the Delayed Draw Term Loans shall be advanced to the Borrower in a single draw. (b) Notwithstanding the foregoing: (i) No Revolving Loans will be advanced on the Effective Date. (ii) Immediately after the Effective Date, the aggregate principal amount of Revolving Loans outstanding at any time outstanding that would to the Borrowers shall not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency exceed the Total Revolving Credit Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the limits set forth in foregoing limits, the preceding sentence Borrowers may borrow, repay and reborrow Revolving Loans, immediately after the Effective Date and prior to the Final Maturity Date, subject to the terms, conditions provisions and limitations set forth herein, . (iii) The aggregate principal amount of the Borrower may borrow, pay or prepay and reborrow Revolving LoansInitial Term Loan made on the Effective Date shall not exceed the Total Initial Term Loan Commitment. Amounts paid Any principal amount of the Initial Term Loan which is repaid or prepaid in respect of Term Loans may not be reborrowed. (biv) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an The aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within of the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Delayed Draw Term Loans to made hereunder shall not exceed the Borrower, in an aggregate principal amount not to exceed its Incremental Total Delayed Draw Term Loan Commitment. Amounts paid Any principal amount of the Delayed Draw Term Loans which is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. (v) The aggregate principal amount of all Loans outstanding at any time to the Borrowers shall not exceed the Total Commitment.

Appears in 2 contracts

Sources: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)

Commitments. (a) From and including the Effective Date and prior to the Facility Termination Date, each Lender severally (and not jointly) agrees, on the terms and conditions set forth in this Agreement, to (i) make or allow there to be continued and converted Revolving Credit Loans denominated in any Syndicated Currency to the Company and (ii) participate in Swing Line Loans and Facility LCs issued upon the request of the Company, from time to time so long as after giving effect thereto (and to any other Credit Extension to be advanced or continued and to any concurrent repayment of Loans) (i) the USD Equivalent of the Aggregate Outstanding Revolving Credit Exposure of such Lender is equal to or less than its Revolving Credit Commitment, (ii) the USD Equivalent of the Aggregate Outstanding Revolving Credit Exposure of all Lenders does not exceed the Aggregate Revolving Credit Commitments and (iii) the USD Equivalent of the Aggregate Outstanding Credit Exposure of all Lenders does not exceed the Aggregate Commitments. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Credit Loans at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire on the Facility Termination Date (or such earlier date as may be required pursuant to the provisions hereof). The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (b) Subject to the terms and conditions set forth hereinof this Agreement and the applicable Alternate Currency Addendum, each Lender agreesfrom and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in the applicable Alternate Currency Addendum), the Agent and the applicable Alternate Currency Lenders severally (and not jointly) agree, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make or allow there to be continued Alternate Currency Advances under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender's applicable Alternate Currency Commitment; provided, however, at no time shall (i) the USD Equivalent of the Aggregate Alternate Currency Commitments exceed $20,000,000, (ii) the USD Equivalent of the Alternate Currency Advances for any specific Alternate Currency exceed the aggregate of the Alternate Currency Commitments for that Alternate Currency, (iii) the USD Equivalent of the aggregate outstanding principal amount of the Alternate Currency Loans under any Alternate Currency Facility of any Lender exceed its Alternate Currency Commitment for such Alternate Currency Facility, and (iv) the USD Equivalent of the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments. Each Alternate Currency Advance shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender's respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Advances at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Advances shall be paid in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Advances shall be made by the applicable Borrower if and to the extent required by this Agreement. (c) If for any reason any applicable Alternate Currency Lender fails to make payment to the Agent of any amount due under this Agreement and the applicable Alternate Currency Addendum, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Alternate Currency Lender hereunder until the Agent receives such payment from such Alternate Currency Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Alternate Currency Lender fails to make payment to the Agent of any amount due under this Agreement and the applicable Alternate Currency Addendum, such Alternate Currency Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the applicable Agent, without recourse or warranty, an undivided interest in and participation in the applicable Alternate Currency Advance in the amount such Alternate Currency Lender was required to pay pursuant to this Agreement and the applicable Alternate Currency Addendum, and such interest and such participation may be recovered from such Alternate Currency Lender together with interest thereon at the rate per annum equal to the Agent's cost of funds for each day during the period commencing on the date of demand by the Agent and ending on the date such obligation is fully satisfied. (d) The Company may, by written notice to the Agent request the establishment of additional Alternate Currency Facilities in additional Alternate Currencies (other than Syndicated Currencies) provided the USD Equivalent of the aggregate amount of all of the Alternate Currency Commitments does not exceed $20,000,000 (“Request for a New Alternate Currency Facility”). The Agent will promptly forward to the Lenders any Request for a New Alternate Currency Facility received from the Company; provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Agent within ten (10) Business Days from the date of such notification by the Agent to such Lender; provided, further that any written consent delivered after the passage of such ten (10) Business Day period shall be effective with respect to such Lender. In the event that at least one Lender consents to such Request for a New Alternate Currency Facility, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the new Alternate Currency Facility shall be established. Upon the establishment of any Alternate Currency Facility under this Section 2.1(d), the relevant Borrower may, at its option and upon ten (10) Business Days prior written notice to the Agent, activate the Alternate Currency Commitments established under such Alternate Currency Facility, which notice shall specify the Alternate Currency Commitment which is being activated, the amount of such activation stated in USD and the requested date of activation. (Such activation notice may be provided to the Agent at the time of the Request for a New Alternate Currency Facility in the event the Borrower desires to activate the Alternate Currency Commitment immediately upon establishment of the Alternate Currency Facility in which case no waiting period shall be operative and only the advance notice period required by Section 2.3(b)(ii) shall be required). Upon activation of such Alternate Currency Commitment of any Alternate Currency Lender, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan CommitmentAlternate Currency Loans may be made under such Alternate Currency Facility, (ii) to make Dollar the amount of such Alternate Currency Lender's Revolving Loans to Credit Commitment shall be immediately reduced by the Borroweramount of such Lender's new Alternate Currency Commitment, in Dollars, at any time and from time to time on or after (iii) the Second Restatement DateAggregate Revolving Credit Commitments shall be immediately reduced by the aggregate amount of such Alternate Currency Commitments, and until (iv) the earlier Pro Rata Share of the Revolving Credit Maturity Date with respect to Commitment of each Lender shall be recalculated by the Dollar Agent taking into effect the reduced Revolving Credit Commitment of such Lender Alternate Currency Lender. After activation of any Alternate Currency Commitment, the Borrower may from time to time thereafter deactivate such Alternate Currency Commitment upon ten (10) Business Days prior written notice to the Agent, specifying the Alternate Currency Commitment which is being deactivated, the amount of the Alternate Currency Commitment being deactivated stated in USD and the termination requested date of such deactivation. Upon deactivation of such Alternate Currency Commitment of any Alternate Currency Lender, (i) the amount of such Alternate Currency Lender's Revolving Credit Commitment shall be immediately increased by the amount of such Lender's Alternate Currency Commitment deactivated, (ii) the Aggregate Revolving Credit Commitments shall be immediately increased by the aggregate amount of such Alternate Currency Commitments deactivated, and (iii) the Pro Rata Share of the Dollar Revolving Credit Commitment of such each Lender in accordance with shall be recalculated by the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Agent taking into effect the increased Aggregate Revolving Credit Commitments. The Agent shall, upon any activation or deactivation under this Section 2.1(d), distribute a revised Schedule 1.1 (a) to all of the Lenders which shall indicate each Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar 's Revolving Credit Commitment and, if any, Alternate Currency Commitments, together with such Lender's Pro Rata Share of the Aggregate Commitments and (iiiAggregate Revolving Credit Commitments, which new Schedule 1.1(a) to make Multicurrency Revolving Loans to the Borrower, in Dollars or shall automatically supersede any Alternative Currency, at any time prior Schedule 1.1(a). Alternate Currency Commitments may be reactivated and deactivated from time to time on pursuant to this Section 2.1(d). (e) Except as otherwise required by applicable law, in no event shall the Agent or after Alternate Currency Lenders have the Second Restatement Dateright to accelerate the Alternate Currency Advances outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any), except that such Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (f) Immediately and automatically upon the occurrence of a Default under Sections 7.6 or 7.7, (A) each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender's Pro Rata Share of the Aggregate Commitments, (B) immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in USD equal to the USD Equivalent of each such Alternate Currency Loan determined as of the date of such conversion, and until (C) each Alternate Currency Lender shall be deemed to have unconditionally and irrevocably purchased from each Lender, without recourse or warranty, an undivided interest in and participation in each Revolving Credit Loan and each LC Obligation ratably in accordance with such Lender's Pro Rata Share of the earlier Aggregate Commitments. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in USD, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(f), and each of the Alternate Currency Lenders shall pay to the applicable Lender not later than two (2) Business Days following a request for payment from such Lender, in USD, an amount equal to the undivided interest in and participation in the Revolving Credit Maturity Date Loans and LC Obligations purchased by such Alternate Currency Lender pursuant to this Section 2.1(f), it being the intent of the Lenders that following such equalization payments, each Lender shall hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure based on its Pro Rata Share of the Aggregate Commitments. In the event that any Lender fails to make payment to any other Lender of any amount due under this Section 2.1(f), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives from such Lender an amount sufficient to discharge such Lender's payment obligation as prescribed in this Section 2.1(f) together with respect interest thereon at the rate per annum equal to the Multicurrency Revolving Credit Commitment Agent's cost of such Lender and funds for each day during the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, period commencing on the terms date of demand by the Agent and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, ending on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborroweddate such obligation is fully satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, : (i) to make a Tranche D Term Loan, in Dollars, A Loan to Borrower at any time prior to the Borrower on the Second Restatement Tranche A Commitment Termination Date, in an amount equal to the portion of such Lender's Tranche A Commitment as requested by Borrower to be made on such day (subject to a maximum of one drawing) in the aggregate principal amount not to exceed at any time its outstanding Tranche D Term Loan Commitment, A Commitment and (ii) to make Dollar Tranche B Loans to Borrower at any time prior to the Tranche B Commitment Termination Date, in an amount equal to the portion of such Lender's Tranche B Commitment as requested by Borrower to be made on such day (subject to a maximum of two total drawings, the first of which shall be made on the Initial Funding Date) in the aggregate principal amount not to exceed at any time its outstanding Tranche B Commitment; and (b) to make Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and Initial Funding Date until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar 's Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence clause (b) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

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

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender agrees, severally and not jointly, to make Term Loans on the Closing Date in Dollars to (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, OPC in a principal amount not to exceed its Tranche D the OPC Portion of such Term Loan Lender’s Term Commitment, (ii) OBI in a principal amount not to exceed the OBI Portion of such Term Lender’s Term Commitment, (iii) OBII in an principal amount not to exceed the OBII Portion of such Term Lender’s Term Commitment and (iv) Valkyrie in a principal amount not to exceed the Valkyrie Portion of such Term Lender’s Term Commitment. Subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, to make Dollar Revolving Loans to the Borrower, Borrowers in Dollars, at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Revolving Loans the Outstanding Amount of such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding shall not exceed such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay repay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption of this Agreement, to make Incremental Revolving Loans to the Borrower, in each Additional Lender with an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Additional Term Commitment for a given Class of Incremental Term Loan Commitment hereby agrees, Loans severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, agrees to make Incremental Term Loans to the BorrowerBorrowers, in an aggregate principal amount which Incremental Term Loans shall not to exceed its for any such Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Additional Lender for such Class on the respective Incremental Term Loan CommitmentBorrowing Date. Amounts paid repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, : (i) each Lender with an Initial U.S. Term Loan Commitment agrees, severally and not jointly, (i) to make a Tranche D U.S. Term Loan, in Dollars, Loan to the U.S. Borrower on the Second Third Restatement Date, in a an aggregate principal amount not equal to exceed its Tranche D Initial U.S. Term Loan Commitment, . Amounts paid or prepaid in respect of U.S. Term Loans made on the Third Restatement Date may not be reborrowed. (ii) each Lender with a Cayman Term Loan Commitment agrees, severally and not jointly, to make Dollar a Cayman Term Loan to the Cayman Borrower on the Third Restatement Date, in an aggregate principal amount equal to its Cayman Term Loan Commitment. Amounts paid or prepaid in respect of Cayman Term Loans may not be reborrowed. (iii) Each Lender with an Initial Revolving Credit Commitment agrees, severally and not jointly, to make Revolving Loans to the Borrower, in Dollars, U.S. Borrower at any time and from time to time on or after the Second Third Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Initial 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the U.S. Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid ; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or prepaid in respect reborrowing shall be allocated ratably according to the Pro Rata Percentages of Term Loans may not be reborrowedeach Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesTerm Loan Commitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the U.S. Borrower or Cayman Borrower, as applicable, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Each Lender with an Incremental Revolving Credit Assumption AgreementCommitment agrees, severally and not jointly, to make Incremental Revolving Loans to the U.S. Borrower or Cayman Borrower, as applicable, at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Credit Commitment, and until the earlier of the Incremental Revolving Credit Maturity Date and the termination of the Incremental 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 Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower both Borrowers may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an ; provided that if at any time more than one Class of Incremental Term Loan Commitment hereby agreesRevolving Credit Commitments are outstanding, severally and not jointlyany such borrowing, on the terms and subject payment, prepayment or reborrowing shall be allocated ratably according to the conditions set forth herein and in the applicable Pro Rata Percentages of each Incremental Term Loan Assumption Agreement, to make Incremental Term Loans Revolving Credit Lender without regard to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect Class of Incremental Term Loans may not be reborrowedRevolving Credit Commitments held by such Incremental Revolving Credit Lender.

Appears in 2 contracts

Sources: Incremental Assumption Agreement and Third Amendment to Third Amended and Restated Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, agrees (ia) to make a Tranche D A Term Loan, Loan denominated in Dollars, dollars to the Borrower on the Second Restatement Date, Effective Date in a principal amount not to exceed exceeding its Tranche D A Term Loan Commitment, (iib) to make Dollar a Tranche B Term Loan denominated in dollars to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Term Commitment, (c) to make Revolving Loans denominated in dollars to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Datetime, and until the earlier of in each case during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereofAvailability Period, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment or the Aggregate Dollar Revolving Exposure exceeding the Aggregate Dollar Revolving Commitment and (iiid) to make Multicurrency Revolving Loans denominated in dollars or in any Permitted Foreign Currency to the Borrower, in Dollars or any Alternative Currency, at any time and Borrower from time to time on or after the Second Restatement Datetime, and until the earlier of in each case during the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereofAvailability Period, in an aggregate principal amount at any time outstanding that would will not result in such Revolving Credit Lender’s Multicurrency Multi-Currency Revolving Credit Exposure exceeding such Lender’s Multicurrency Multi-Currency Revolving Credit Commitment or the Aggregate Multi-Currency Revolving Exposure exceeding the Aggregate Multi-Currency Revolving Commitment; provided that in the case of clauses (c) and (d) above, the aggregate principal amount of Revolving Loans made by the Revolving Lenders to the Borrower on the Effective Date shall not exceed $50,000,000. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject . Notwithstanding anything to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth contrary contained herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. funded portion of each (ci) Each Lender having an Incremental Tranche A Term Loan Commitment hereby agrees(i.e., severally and not jointly, the amount advanced in cash to the Borrower on the terms Effective Date) shall be equal to 99.50% to 99.75% (as separately agreed between the Borrower and subject the Administrative Agent) of the principal amount of such Tranche A Term Loan (it being agreed that the Borrower shall be obligated to repay 100.00% of the principal amount of each such Tranche A Term Loan, the Tranche A Term Loans shall amortize based on 100.00% of the principal amount of each Tranche A Term Loan and interest shall accrue on 100.00% of the principal amount of each such Tranche A Term Loan, in each case as provided herein) and (ii) Tranche B Term Loan (i.e., the amount advanced in cash to the conditions set forth herein and in Borrower on the applicable Incremental Effective Date) shall be equal to 99.75% of the principal amount of such Tranche B Term Loan Assumption Agreement(it being agreed that the Borrower shall be obligated to repay 100.00% of the principal amount of each such Tranche B Term Loan, to make Incremental the Tranche B Term Loans to shall amortize based on 100.00% of the Borrowerprincipal amount of each Tranche B Term Loan and interest shall accrue on 100.00% of the principal amount of each such Tranche B Term Loan, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedeach case as provided herein).

Appears in 2 contracts

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

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agreesLender, severally and not jointly, (i) agrees to make a Tranche D Term LoanRevolving Loans, denominated in Dollarsdollars, to the any Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until Availability Period for the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Facility Commitments in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Facility Commitment or (ii) the sum of the total Revolving Credit Commitment Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the terms and (iii) conditions set forth herein, each Designated Currency Lender agrees to make Multicurrency Revolving Loans denominated in any Designated Currency to the Borrower, in Dollars or any Alternative Currency, at any time and Borrower from time to time on or after during the Second Restatement Date, and until Availability Period for the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Designated Currency Commitments in an aggregate principal amount at that, after giving effect to any time outstanding that would 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 Revolving Credit Lender’s Multicurrency 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 $100,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Multicurrency Facility Commitment or (iv) the sum of the total Revolving Credit Commitment. Within Exposures plus the limits set forth in total Competitive Loan Exposures exceeding the preceding sentence and subject total Facility Commitments. (c) Subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each each Yen Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Loans denominated in Yen to any Borrower from time to time during the Borrower, Availability Period for the Yen Commitments in an aggregate principal amount at that, after giving effect to any time outstanding that 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 Incremental 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 $100,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Incremental Facility Commitment or (iv) the sum of the total Revolving Credit Commitment. Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Dun & Bradstreet Corp/Nw), Credit Agreement (Dun & Bradstreet Corp/Nw)

Commitments. (a) Subject to the terms and conditions set forth herein, each US Tranche Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until the earlier of the Availability Period US Tranche Revolving Credit Maturity Date with respect Loans in US Dollars to the Dollar Revolving Credit Commitment of such Lender Company and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Borrowing Subsidiaries in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar US Tranche Revolving Credit Exposure exceeding such Lender’s Dollar US Tranche Commitment, (ii) the sum of the total US Tranche Revolving Credit Commitment and Exposures exceeding the total US Tranche Commitments or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. (b) Subject to the terms and conditions set forth herein, each Multicurrency Tranche Lender agrees to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on during the Availability Period Multicurrency Tranche Revolving Loans in US Dollars or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect a Designated Foreign Currency to the Multicurrency Revolving Credit Commitment of such Lender Company and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding Borrowing Subsidiaries that would will not result in (i) such Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) the sum of the total Multicurrency Tranche Revolving Credit Commitment. Exposures exceeding the total Multicurrency Tranche Commitments or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. (c) Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowedduring the Availability Period. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Five Year Credit Agreement (Kellogg Co), Credit Agreement (Kellogg Co)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, agrees (ia) to make a Tranche D Term Loan, A USD Loan in Dollars, Dollars to the Parent Borrower on the Second Restatement Date, Effective Date in a an aggregate principal amount not exceeding its Term A USD Commitment, (b) to exceed make a Term A EUR Loan in Euros to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Tranche D Term Loan A EUR Commitment, (c) to make Term B USD Loans in Dollars to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term B USD Commitment, (d) to make Term B EUR Loans in Euro to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term B EUR Commitment and (e) to make USD/Multicurrency Revolving Loans in Dollars or Alternative Currencies to the Parent Borrower, the Dutch Borrower and any Additional Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s USD/Multicurrency Revolving Exposure exceeding such Lender’s USD/Multicurrency Revolving Commitment, (ii) to make the aggregate Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier Equivalent of the USD/Multicurrency Revolving Credit Maturity Date with respect to Exposure of all Lenders exceeding the Dollar aggregate USD/Multicurrency Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and all Lenders or (iii) to make the Dollar Equivalent of the aggregate Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to Exposure exceeding the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit CommitmentSublimit. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject . Notwithstanding anything herein or in any other Loan Document to the conditions set forth herein and in contrary, (i) the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental proceeds of the Revolving Loans incurred by the Dutch Borrower will be made available solely to and received solely by the Dutch Borrower, (ii) the Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets with respect to any of the Obligations (including with respect to any Loans made to the Dutch Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans). (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

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

Commitments. (a) Subject to the terms and conditions set forth herein, each US Tranche Lender agrees, severally and not jointly, (i) agrees to make a US Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time Company and the Borrowing Subsidiaries from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender Availability Period in accordance with the terms hereof, US Dollars in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar US Tranche Revolving Credit Exposure exceeding such Lender’s Dollar US Tranche Commitment, (ii) the sum of the total US Tranche Revolving Credit Commitment and Exposures exceeding the total US Tranche Commitments or (iii) to make Multicurrency the sum of the aggregate Revolving Loans Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. (b) Subject to the Borrowerterms and conditions set forth herein, in Dollars or any Alternative Currency, at any time and each Multicurrency Tranche Lender agrees from time to time on during the Availability Period to make Multicurrency Tranche Revolving Loans in US Dollars or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect a Designated Foreign Currency to the Multicurrency Revolving Credit Commitment of such Lender Company and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding Borrowing Subsidiaries that would will not result in (i) such Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) the sum of the total Multicurrency Tranche Revolving Credit Commitment. Exposures exceeding the total Multicurrency Tranche Commitments or (iii) the sum of the aggregate Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. (c) Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowedduring the Availability Period. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Kellogg Co), Credit Agreement (Kellogg Co)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Date, Closing Date in a principal amount not to exceed its Tranche D Term Loan Commitment, and (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Datedate hereof, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject Subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesTerm Loan Commitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Each Lender having an Incremental Revolving Credit Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Credit Commitment. The Borrower may borrow, pay or prepay and reborrow Revolving Loans.

Appears in 2 contracts

Sources: Credit Agreement (AssetMark Financial Holdings, Inc.), Credit Agreement (AssetMark Financial Holdings, Inc.)

Commitments. (a) Subject to On the terms and subject to the conditions set forth hereinherein and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, each Lender agrees, agrees severally and not jointly, jointly to make (i) Tranche A Loans to make a Tranche D Term Loanthe U.S. Borrower, in Dollarsdollars, on the Closing Date and on one other date on or prior to the Borrower on the Second Restatement Delayed Draw Termination Date, in a an aggregate principal amount for all such Tranche A Loans not to exceed its Tranche D Term Loan A Commitment, (ii) to make Dollar Domestic Revolving Loans to the U.S. Borrower, in Dollarsdollars, at any time and from time to time on or after the Second Restatement Date, Closing Date and until prior to the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Domestic 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 Revolving Credit Lender’s Dollar Domestic Revolving Credit Exposure (plus its Pro Rata Percentage of the Aggregate Competitive Loan Exposures) exceeding such Lender’s Dollar Domestic Revolving Credit Commitment and Commitment, (iii) to make Multicurrency Revolving Loans to the BorrowerU.S. Borrower in dollars, in Canadian Dollars or any Alternative CurrencyAustralian Dollars, the Canadian Borrower in dollars or Canadian Dollars, or the Australian Borrower in Australian Dollars, at any time and from time to time on or after the Second Restatement Date, Closing Date and until prior to the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would will not result in (x) such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment or (y) the Aggregate Multicurrency Revolving Credit Exposure attributable to Loans to, and Letters of Credit issued for the account of, (A) the U.S. Borrower in Australian Dollars, the Australian Borrower and the New Zealand Borrower exceeding the ANZ Sublimit or (B) the U.S. Borrower in Canadian Dollars and the Canadian Borrower exceeding the Canadian Sublimit and (iv) U.K. Revolving Loans to the U.S. Borrower in dollars, Pounds or Euros or the U.K. Borrower in Pounds or Euro, at any time and from time to time on or after the Closing Date and prior to the earlier of the Revolving Credit Maturity Date and the termination of the U.K. 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 U.K. Revolving Credit Exposure exceeding such Lender’s U.K. Revolving Credit Commitment. Within the limits set forth in the preceding first sentence of this Section 2.01 and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesor an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption AgreementAgreement and in reliance on the representations and warranties set forth herein and in the other Loan Documents, to make Incremental Revolving Loans or Incremental Term Loans, as applicable, to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Revolving Credit Commitment or Incremental Term Loan Commitment, as applicable. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

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

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein: (a) on the Closing Date, in accordance with and upon the terms and conditions set forth in the Restatement Agreement, (i) each Exchanging Term Lender (as defined in the Restatement Agreement) agrees to exchange all of its Existing Term Loans (as defined in the Restatement Agreement) with Term Loans hereunder in an equal principal amount and (ii) each Additional Term Lender (as defined in the Restatement Agreement) agrees to make Term Loans in the form of Additional Term Loans (as defined in the Restatement Agreement) in dollars to the Parent Borrower in an amount notified to such Additional Term Lender by the Administrative Agent; (b) [reserved]; and (c) each Revolving Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar fund Revolving Loans in dollars or an Alternative Currency to the Borrower, in Dollarsone or more Borrowers, at any time and from time to time on or after the Second Restatement Date, Sixth Amendment Effective Date and until the earlier of the Revolving Credit Maturity Date with respect to for the Dollar applicable Class of Revolving Credit Commitment of such Lender Commitments and the termination of the Dollar applicable Revolving Credit Commitment of such Revolving Lender in accordance with the terms hereof, hereof in an aggregate principal amount at any time outstanding that will not result in the Dollar Equivalent of such Revolving Credit Lender’s Dollar (w) Revolving Credit Exposure exceeding such Revolving Lender’s Dollar Revolving Credit Commitment and Commitment, (iiix) to make Multicurrency Tranche A Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Revolving Lender’s Multicurrency Tranche A Revolving Credit Commitment, (y) Tranche B Revolving Exposure exceeding such Revolving Lender’s Tranche B Revolving Commitment or (z) Tranche C Revolving Exposure exceeding such Revolving Lender’s Tranche C Revolving Commitment. Within the limits set forth in the preceding sentence clause ‎(c) above and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Second Amended and Restated Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)

Commitments. (a) Subject Each Dollar Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after any Business Day during the Second Restatement period from and including the Closing Date to but excluding the Termination Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not exceeding its Dollar Commitment, provided that will not result in no Borrowing of Dollar Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Dollar Swingline Loans with proceeds of Dollar Loans made pursuant to such Borrowing), (y) the Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding of any Dollar Lender would exceed its Dollar Commitment at such Lender’s time or (z) the Aggregate Revolving Dollar Revolving Credit Commitment 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. (iiib) Each Multicurrency Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after any Business Day during the Second Restatement period from and including the Closing Date to but excluding the Termination Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not exceeding its Multicurrency Commitment, provided that would not result in no Borrowing of Multicurrency Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Multicurrency Swingline Loans with proceeds of Multicurrency Loans made pursuant to such Borrowing), (y) the Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding of any Multicurrency Lender would exceed its Multicurrency Commitment at such Lender’s time or (z) the Aggregate Revolving Multicurrency Revolving Credit CommitmentExposure would exceed the aggregate Multicurrency Commitments at such time. Within Subject to and on the limits set forth in the preceding sentence terms and subject to the terms, conditions and limitations set forth hereinof this Agreement, the Borrower may borrow, pay or prepay repay and reborrow Revolving Multicurrency Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (bc) Each The Swingline Lender having an Incremental Revolving Credit Commitment hereby agrees, severally subject to and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption of this Agreement, to make Incremental Revolving Loans loans in Dollars (each, a “Dollar Swingline Loan”) to the BorrowerBorrower 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 an aggregate principal amount at any time outstanding not exceeding the Dollar Swingline Commitment. Dollar Swingline Loans may be made even if the aggregate principal amount of Dollar Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Dollar Loans made by the Swingline Lender and its Letter of Credit Exposure in its capacity as a Dollar Lender outstanding at such time, would exceed the Swingline Lender’s own Dollar Commitment at such time, but provided that will no Borrowing of Dollar Swingline Loans shall be made if, immediately after giving effect thereto, (x) the Revolving Dollar Credit Exposure of any Dollar Lender would exceed its Dollar Commitment at such time, (y) the Aggregate Revolving Dollar Credit Exposure would exceed the aggregate Dollar Commitments at such time or (z) any Dollar Lender is at such time a Defaulting Lender hereunder, unless the aggregate Dollar Swingline Exposure of such Lender has been reallocated pursuant to Section 2.21(c)(i) and any amount not result in 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’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within Subject to and on the limits set forth in the preceding sentence terms and subject to the terms, conditions and limitations set forth hereinof this Agreement, the Borrower may borrow, pay or prepay repay (including by means of a Borrowing of Dollar Loans pursuant to Section 2.2(e)) and reborrow Incremental Revolving Dollar Swingline Loans. (cd) Each The Swingline Lender having an Incremental Term Loan Commitment hereby agrees, severally subject to and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption of this Agreement, to make Incremental Term Loans loans in any Foreign Currency (each, a “Multicurrency Swingline Loan,” and collectively with the Dollar Swingline Loans, the “Swingline Loans”) from time to time on any Business Day during the Borrowerperiod from the Closing Date to but excluding the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Multicurrency Swingline Commitment. Multicurrency Swingline Loans may be made even if the aggregate Dollar Amount of Multicurrency Swingline Loans outstanding at any time, when added to the Dollar Amount of the Multicurrency Loans made by the Swingline Lender in its capacity as a Multicurrency Lender outstanding at such time, would exceed the Swingline Lender’s own Multicurrency Commitment at such time, but provided that no Borrowing of Multicurrency Swingline Loans shall be made if, immediately after giving effect thereto, (x) the Revolving Multicurrency Credit Exposure of any Multicurrency Lender would exceed its Incremental Term Loan CommitmentMulticurrency Commitment at such time, (y) the Aggregate Revolving Multicurrency Credit Exposure would exceed the aggregate Multicurrency Commitments at such time or (z) any Multicurrency Lender is at such time a Defaulting Lender hereunder, unless the aggregate Multicurrency 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. Amounts paid or prepaid in respect Subject to and on the terms and conditions of Incremental Term this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Multicurrency Loans may not be reborrowedpursuant to Section 2.2(e)) and reborrow Multicurrency Swingline Loans.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Intercontinentalexchange Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender with a Closing Date Term Commitment agrees, severally and not jointly, to make Closing Date Term Loans on the Closing Date in Dollars to (i) OPC in a principal amount not to exceed the OPC Closing Portion of such Term Lender’s Closing Date Term Commitment, (ii) OBI in a principal amount not to exceed the OBI Closing Portion of such Term Lender’s Closing Date Term Commitment, (iii) OBII in an principal amount not to exceed the OBII Closing Portion of such Term Lender’s Closing Date Term Commitment and (iv) Valkyrie in a principal amount not to exceed the Valkyrie Closing Portion of such Term Lender’s Closing Date Term Commitment, Amounts paid or prepaid in respect of the Closing Date Term Loans may not he reborrowed. Subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, Borrowers in Dollars, at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Revolving Loans the Outstanding Amount of such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding shall not exceed such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay repay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on On the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth hereinFirst Amendment Effective Date, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an 2016 Incremental Term Loan Commitment hereby agrees, severally and not jointly, on shall be funded in accordance with the terms and subject to of the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedFirst Amendment.

Appears in 2 contracts

Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, agrees (ia) to make a Tranche D A Term Loan, Loan denominated in Dollars, Dollars to the U.S. Borrower on the Second Restatement Date, Closing Date in a principal amount not to exceed its exceeding such Lender's Tranche D A Term Loan Commitment, (iib) to make Dollar Revolving Loans a Tranche B-1 Term Loan denominated in Dollars to the BorrowerU.S. Borrower on the Closing Date in a principal amount not exceeding such Lender's Tranche B-1 Term Loan Commitment, (c) to make a Tranche B-2 Term Loan denominated in Euros to the U.S. Borrower on the Closing Date in a principal amount having a Dollar Equivalent not exceeding such Lender's Tranche B-2 Term Loan Commitment, (d) to make (i) Global Revolving Facility Loans denominated in Dollars to the U.S. Borrower from its U.S. Lending Office and (ii) Global Revolving Facility Loans denominated in Dollars or Foreign Currencies to Foreign Subsidiary Borrowers from its Global Lending Office, in Dollars, at any time the case of clauses (i) and (ii) from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (A) such Lender's Global Revolving Facility Credit Exposure exceeding (1) such Lender’s Dollar 's Global Revolving Facility Commitment minus (2) such Lender's Ancillary Commitment or (B) the Global Revolving Facility Credit Exposure exceeding (1) the total Global Revolving Facility Commitments minus (2) the total Ancillary Commitments, and (e) to make U.S. Revolving Facility Loans denominated in Dollars to the U.S. Borrower from its U.S. Lending Office from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's U.S. Revolving Facility Credit Exposure exceeding such Lender’s Dollar 's U.S. Revolving Credit Facility Commitment and or (iiiii) to make Multicurrency the U.S. Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Facility Credit Exposure exceeding such Lender’s Multicurrency the total U.S. Revolving Credit CommitmentFacility Commitments; provided that Revolving Loans made on the Closing Date (x) shall be made only to the U.S. Borrower and (y) shall not exceed $12,000,000 in aggregate principal amount. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (TRW Automotive Inc), Credit Agreement (TRW Automotive Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (i) each Funded Term Loan Lender agrees, severally and not jointly, (i) to make a Tranche D Funded Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Closing Date, in a principal amount not to exceed its Tranche D Funded Term Loan Commitment, (ii) each Delayed Draw Term Loan Lender agrees, severally and not jointly, to make Dollar Delayed Draw Term Loans to the Borrower from time to time during the period commencing on the date hereof and ending on the Delayed Draw Commitment Termination Date, in an aggregate principal amount not to exceed its Delayed Draw Term Loan Commitment, and (iii) each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Datedate hereof, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in clause (iii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, relying upon the Borrower may borrow, pay or prepay representations and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment agrees, severally and not jointly, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 2 contracts

Sources: Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loanunder the Revolving Credit Facility, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or and after the Second Restatement Date, and Closing Date until the earlier of one Business Day prior to the Revolving Credit relevant Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, hereof in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit any Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence above and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Term Revolving Loans may not be reborrowedby each Borrower regardless of which Borrower received the proceeds thereof. (b) Each Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on to make its portion of the terms and subject Term Loan to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, Borrowers in an aggregate principal amount at any time outstanding that will not result in equal to such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to Closing Date. Any principal amount of the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of the Term Loan by each Borrower regardless of which Borrower received the proceeds thereof.

Appears in 1 contract

Sources: Credit Agreement (Resolute Forest Products Inc.)

Commitments. (a) Subject to the terms and conditions set forth hereincontained in this Agreement and the Common Security Agreement, each Bank Senior Lender agrees, severally and not jointly, (i) agrees to make senior loans (each, a Tranche D Term "Bank Senior Loan" and collectively, in Dollars, the "Bank Senior Loans") to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to applicable Disbursement Date or Disbursement Dates during the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit applicable Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Period in an aggregate principal amount at any time outstanding not to exceed the amount of such Bank Senior Lender's Commitment, provided that will not result borrowings in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to respect of the Borrower, in Dollars or any Alternative Currency, Tranche A Facility may be made at any time time, and from time to time on or time, after the Second Restatement Datetermination of all Commitments under the Tranche B Facility, subject to the other terms and until conditions set forth in this Agreement. The Commitment of each Bank Senior Lender shall be reduced by the earlier amount of such Bank Senior Lender's Bank Senior Loans immediately after such Bank Senior Loans are made. If any portion of any Commitment is not disbursed during the applicable Commitment Period, the amount of such undrawn portion shall be automatically cancelled as of the Revolving Credit Maturity close of business in New York, New York on the last day of the applicable Commitment Period. (b) Prior to the Disbursement Date for the Tranche B Facility, upon the securing of Commitments to lend Reallocation Senior Debt under the Tranche B Facility in accordance with Section 2.12 of the Common Security Agreement, the Arrangers, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall have the right to reallocate the Commitments so as to (i) increase the aggregate Commitments with respect to the Multicurrency Revolving Credit Commitment Tranche B Facility by an amount equal to such Reallocation Senior Debt without affecting the amount of the other existing Commitments under the Tranche B Facility and (ii) decrease the Commitments of each of the Arrangers under the Tranche A Facility on a pro rata basis in an aggregate amount equal to the amount of the Commitments to lend such Reallocation Senior Debt. (c) After the Disbursement Date for the Tranche B Facility, upon the incurrence from time to time of Reallocation Senior Debt under the Tranche B Facility in accordance with Section 2.12 of the Common Security Agreement, the Arrangers, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall have the right to (i) increase the amount of outstanding Bank Senior Loans under the Tranche B Facility by an amount equal to such Reallocation Senior Debt without affecting the amounts outstanding under existing Bank Senior Loans under the Tranche B Facility and (ii) decrease the remaining Commitments, if any, of, and the disbursed and outstanding Bank Senior Loans, if any, made by, each of the Arrangers under the Tranche A Facility on a pro rata basis among the Arrangers in an aggregate amount equal to the amount of such Lender Reallocation Senior Debt being incurred. The changes described in this clause (c) shall be effected as (i) the incurrence by the Borrower of Reallocation Senior Debt under the Tranche B Facility and (ii) if any Senior Debt shall be outstanding under the Tranche A Facility, the application by the Borrower of that portion of the proceeds of such Reallocation Senior Debt that bears a relation to the amount of such proceeds which is equal to (x) Senior Debt outstanding under the Tranche A Facility divided by (y) the sum of Senior Debt outstanding under the Tranche A Facility and remaining undrawn Commitments under the Tranche A Facility to the prepayment in whole or in part of such Senior Debt outstanding under the Tranche A Facility held by the Arrangers on a pro rata basis, and the termination remaining Commitments of the Multicurrency Revolving Credit Commitment Arrangers under the Tranche A Facility shall be reduced by an amount equal to the amount of such Lender Reallocation Senior Debt incurred but not applied to the prepayment of Senior Debt in accordance with the terms hereofof this sentence. (d) Prior to the initial Disbursement Date for the Tranche A Facility, upon the securing of Commitments to lend Reallocation Senior Debt under the Tranche A Facility in accordance with Section 2.12 of the Common Security Agreement, the Arrangers, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall have the right to reallocate the Commitments so as to decrease the Commitments of each of the Arrangers under the Tranche A Facility on a pro rata basis in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject equal to the termsamount of the Commitments to lend such Reallocation Senior Debt being secured. (e) After the initial Disbursement Date for the Tranche A Facility, conditions and limitations set forth hereinupon the incurrence from time to time of Reallocation Senior Debt and, if a portion of the Commitments to extend Senior Debt under the Tranche A Facility remains, the securing of Commitments to extend Reallocation Senior Debt under the Tranche A Facility in accordance with Section 2.12 of the Common Security Agreement, the Arrangers, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall have the right to decrease the remaining Commitments, if any, of, and the disbursed and outstanding Bank Senior Loans, if any, made by, each of the Arrangers under the Tranche A Facility on a pro rata basis among the Arrangers and between such Commitments and such outstanding Bank Senior Loans in an aggregate amount equal to the amount of such Reallocation Senior Debt being incurred or Commitments secured. The changes described in this clause (e) shall be effected as (i) the incurrence by the Borrower may borrowof Reallocation Senior Debt and, pay if a portion of the Commitments to extend Senior Debt under the Tranche A Facility remains, the securing of Commitments to extend Reallocation Senior Debt under the Tranche A Facility and (ii) the application by the Borrower of the proceeds of such Reallocation Senior Debt to the prepayment in whole or prepay in part of such Senior Debt outstanding under the Tranche A Facility held by the Arrangers on a pro rata basis and reborrow Revolving Loansthe reduction of the Commitments of the Arrangers under the Tranche A Facility on a pro rata basis. (f) Any prepayment made by the Borrower in accordance with this Section 2.01 shall be made together with all accrued but unpaid interest on amounts prepaid and all other amounts (including any amounts due pursuant to Article V) then due from the Borrower under this Agreement. Amounts paid or Any amount prepaid in respect of Term Loans accordance with this Section 2.01 may not be reborrowed. (bg) Each Lender having an Incremental Revolving Credit Clauses (b)-(f) of this Section 2.01 shall apply only until each Arranger's Commitment hereby agreeshas been reduced to such Arranger's Hold Level. After the reduction of each Arranger's Commitment to such Arranger's Hold Level, severally and not jointly, on the terms and subject such clauses shall apply only to the conditions set forth herein extent mutually agreed among the Arrangers and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loansin their sole discretion. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Bank Senior Loan Agreement (Neches River Holding Corp)

Commitments. Subject to the terms and conditions set forth herein and in the Second Restatement Agreement, each Lender (a) Subject agrees to make Revolving Loans denominated in dollars to each Borrower from time to time, in each case during the Revolving Availability Period, in an aggregate principal amount that will not result in such Lender’s Dollar Revolving Exposure exceeding such Lender’s Dollar Revolving Commitment or the Aggregate Dollar Revolving Exposure exceeding the Aggregate Dollar Revolving Commitment and (b) agrees to make Revolving Loans denominated in dollars or in any Permitted Foreign Currency to each Borrower from time to time, in each case during the Revolving Availability Period, in an aggregate principal amount that will not result in such Lender’s Multi-Currency Revolving Exposure exceeding such Lender’s Multi-Currency Revolving Commitment or the Aggregate Multi-Currency Revolving Exposure exceeding the Aggregate Multi-Currency Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Each Tranche A Term Loan outstanding immediately prior to the Second Restatement Effective Date shall continue to be outstanding under this Agreement on and after the Second Restatement Effective Date, subject to the terms of this Agreement. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject . Notwithstanding anything to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth contrary contained herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental funded portion of each Tranche A Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject that was advanced in cash to the conditions set forth herein and in Borrower was less than 100.00% of the applicable Incremental principal amount of such Tranche A Term Loan Assumption Agreement(but it is agreed that the Borrower shall be obligated to repay 100.00% of the principal amount of each such Tranche A Term Loan, to make Incremental the Tranche A Term Loans to shall amortize based on 100.00% of the Borrowerprincipal amount of each Tranche A Term Loan and interest shall accrue on 100.00% of the principal amount of each such Tranche A Term Loan, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedeach case as provided herein).

Appears in 1 contract

Sources: Credit Agreement (Allegion PLC)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Term Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, Loans denominated in Dollars, dollars to the Borrower on the Second Restatement Date, Effective Date in a principal an amount not equal to exceed its Tranche D such Lender’s Term Loan Commitment, (iib) each Revolving Lender agrees to make Dollar Revolving Loans denominated in dollars to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that which will not result in (i) such ▇▇▇▇▇▇’s Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Dollar Revolving Credit Commitment and then in effect or (iiiii) to make Multicurrency the aggregate Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency the aggregate Revolving Credit CommitmentCommitments of all Lenders then in effect. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth hereinforegoing limits, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally reborrowed and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each on or after the Effective Date, each Lender having an Incremental with a Delayed Draw Term Loan Commitment hereby agreesagrees to make one or more additional Initial Term Loans pursuant to the Delayed Draw Term Loan Commitments to the Borrower in Dollars from time to time from the Business Day immediately following the Effective Date until the Delayed Draw Termination Date, severally with a principal amount for all such additional Initial Term Loans in the aggregate not to exceed its Delayed Draw Term Loan Commitment. The Delayed Draw Term Loan Commitments shall automatically and not jointly, irrevocably terminate on the terms and subject to Delayed Draw Termination Date after the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental funding of any such additional Initial Term Loans to the Borrower, extent the Delayed Draw Termination Date occurs pursuant to clause (a) of the definition thereof and shall otherwise terminate as provided for in an aggregate principal amount not to exceed its Incremental Term Loan Commitmentclause (b) of the definition thereof. Amounts paid or prepaid in respect of Incremental such additional Initial Term Loans may not be reborrowed. All additional Initial Term Loans funded pursuant to the Delayed Draw Term Loan Commitments shall become part of and be deemed to be of the same Class as, and fungible with, the Initial Term Loans. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that all such additional Initial Term Loans funded pursuant to the Delayed Draw Term Loan Commitments are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis. Without limiting the generality of the foregoing, this may be accomplished by requiring each outstanding Borrowing of the Initial Term Loans that is a Eurodollar Loan to be converted into a Borrowing of the Initial Term Loans that is an ABR Loan on the applicable Delayed Draw Term Loan Funding Date (subject to Section 2.16), or by allocating a portion of each such additional Initial Term Loan to each outstanding Borrowing of the Initial Term Loans that is a Eurodollar Loan on a pro rata basis. The Administrative Agent and the Borrower may, without the consent of any Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.

Appears in 1 contract

Sources: First Lien Credit Agreement

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, : (i) each Lender with an Initial U.S. Term Loan Commitment agrees, severally and not jointly, (i) to make a Tranche D U.S. Term Loan, in Dollars, Loan to the U.S. Borrower on the Second Third Restatement Date, in a an aggregate principal amount not equal to exceed its Tranche D Initial U.S. Term Loan Commitment, . Amounts paid or prepaid in respect of U.S. Term Loans made on the Third Restatement Date may not be reborrowed. (ii) each Lender with a Cayman Term Loan Commitment agrees, severally and not jointly, to make Dollar a Cayman Term Loan to the Cayman Borrower on the Third Restatement Date, in an aggregate principal amount equal to its Cayman Term Loan Commitment. Amounts paid or prepaid in respect of Cayman Term Loans may not be reborrowed. (iii) Each Lender with an Initial Revolving Credit Commitment agrees, severally and not jointly, to make Revolving Loans to the Borrower, in Dollars, U.S. Borrower at any time and from time to time on or after the Second Third Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Initial 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the U.S. Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid ; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or prepaid in respect reborrowing shall be allocated ratably according to the Pro Rata Percentages of Term Loans may not be reborrowedeach Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesTerm Loan Commitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the U.S. Borrower or Cayman Borrower, as applicable, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Each Lender with an Incremental Revolving Credit Assumption AgreementCommitment agrees, severally and not jointly, to make Incremental Revolving Loans to the U.S. Borrower or Cayman Borrower, as applicable, at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Commitment, and until the earlier of the Incremental Revolving Credit Maturity Date and the termination of the Incremental 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 Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower both Borrowers may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an ; provided that if at any time more than one Class of Incremental Term Loan Commitment hereby agreesRevolving Credit Commitments are outstanding, severally and not jointlyany such borrowing, on the terms and subject payment, prepayment or reborrowing shall be allocated ratably according to the conditions set forth herein and in the applicable Pro Rata Percentages of each Incremental Term Loan Assumption Agreement, to make Incremental Term Loans Revolving Credit Lender without regard to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect Class of Incremental Term Loans may not be reborrowedRevolving Credit Commitments held by such Incremental Revolving Credit Lender.

Appears in 1 contract

Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender ▇▇▇▇▇▇ agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment[reserved], (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Loan Modification Agreement (TransDigm Group INC)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender Bank agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Committed Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or and after the Second Restatement Date, Effective Date and until the earlier of Maturity Date. Each Bank's Commitment, as in effect on the Revolving Credit Maturity Date with respect Execution Date, is set forth opposite its name on the signature page hereto for such Bank. Such Commitments may be terminated or reduced from time to time pursuant to Section 2.12. (b) Subject to the Dollar Revolving Credit Commitment of such Lender terms and conditions and relying upon the termination of representations and warranties herein set forth and in the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereofapplicable Foreign Currency Addendum, in an aggregate principal amount at any time outstanding that will each Foreign Currency Bank agrees, severally and not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) jointly, to make Multicurrency Foreign Currency Revolving Loans to the Borrower, in Dollars or any Alternative CurrencyBorrowers, at any time and from time to time on or and after the Second Restatement Date, execution of the applicable Foreign Currency Addendum and until the earlier Maturity Date. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event may Committed Loans or Foreign Currency Revolving Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the Aggregate Revolving Credit Exposure and the Aggregate Competitive Loan Exposure would exceed the Total Commitment then in effect, (ii) the Revolving Credit Maturity Date with respect to Exposure of any Bank would exceed such Bank's Commitment, (iii) the Multicurrency Revolving Credit Commitment of such Lender and the termination Dollar Equivalent of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time of outstanding that Foreign Currency Revolving Loans denominated in a specified Foreign Currency or currencies would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. exceed the applicable Foreign Currency Facility Maximum Borrowing Amount or (iv) the Dollar Equivalent of the aggregate principal amount of outstanding Foreign Currency Loans would exceed $500,000,000. (d) Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointlyhereunder, on and after the terms Effective Date and subject prior to the conditions set forth herein Maturity Date. The respective commitments of the Foreign Currency Banks Parties to the Australian Addendum and in the applicable Incremental Revolving Credit Assumption Agreement, Canadian Addendum to make Incremental Revolving Foreign Currency Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits thereunder are set forth in those Foreign Currency Addenda. The commitments of the preceding sentence Banks (or their Affiliates) to make Foreign Currency Loans pursuant to Foreign Currency Addenda in Spanish pesetas, Italian lira, Swiss francs, Belgium francs and subject to the terms, conditions and limitations in other Foreign Currencies are set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loanson Exhibit 2.01. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Competitive Advance and Revolving Credit Facility Agreement (Service Corporation International)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Tranche Bsubject to the terms and conditions set forth in the Amendment and Restatement Agreement, each Initial Term Lender agrees, severally and not jointly, (i) agrees to make a Tranche D B(or is deemed to make) an Initial Term Loan, Loan denominated in Dollars, dollars to the Borrower on the Second Amendment and Restatement Date, Effective Date in a principal amount not to exceed exceeding its Tranche D B Term Loan Commitment, (iib) each Tranche A Term Lender agrees to make Dollar a Tranche A Term Loan denominated in dollars to the Borrower on the Effective Date in a principal amount not exceeding its Tranche AInitial Term Commitment and (cb) subject to the terms and conditions set forth in the Amendment and Restatement Agreement, each Revolving Lender agrees to make Revolving Loans denominated in dollars or a Permitted Foreign Currency to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Datetime, and until the earlier of in each case during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereofAvailability Period, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency or the Aggregate Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency the Aggregate Revolving Credit Commitment. Tranche B Term Loans and Tranche AInitial Term Loans may be ABR Loans or Eurocurrency Loans, as further provided herein. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Resideo Technologies, Inc.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Standby Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or and after the Second Restatement Date, date hereof and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with Lender. (b) Subject to the terms hereofand conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, in an aggregate principal amount at any time outstanding that will each Local Currency Lender agrees, severally and not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) jointly, to make Multicurrency Revolving Local Currency Loans to the Borrower, in Dollars or any Alternative Currency, Borrowers at any time and from time to time on or and after the Second Restatement Date, execution of the applicable Local Currency Addendum and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment (or the commitment under such Local Currency Addendum) of such Lender Local Currency Lender. (c) Notwithstanding anything to the contrary contained in accordance with the terms hereofthis Agreement, in an no event may Standby Loans or Local Currency Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby 20 16 Credit Exposures, the aggregate Competitive Loan Exposures and the aggregate L/C Exposures would exceed the Total Commitment then in effect, (ii) the sum of the Standby Credit Exposure and the L/C Exposure of any Lender would exceed such Lender's Commitment or (iii) the Dollar Equivalent of the aggregate principal amount at of the outstanding Local Currency Loans of any time outstanding that Local Currency Lender denominated in a specified Local Currency would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentexceed the applicable Local Currency Facility Maximum Borrowing Amount or any Local Currency Lender Maximum Borrowing Amount. Within the limits set forth in foregoing limits, the preceding sentence Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local 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, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Facility Agreement (Itt Corp /Nv/)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Initial Borrower on the Second Restatement Date, Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower, any Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject agrees to make Additional Loans of such Class to the conditions set forth herein and in Borrowers, which Loans shall not exceed for any such Lender at the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to time of any incurrence thereof the Borrower, in an aggregate principal amount at any time outstanding that will not result in Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Agreement. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Certara, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agreesLender, severally and not jointly, (i) agrees to make a Tranche D Term LoanRevolving Loans, denominated in Dollarsdollars, to the any Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until Availability Period for the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Facility Commitments in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Facility Commitment or (ii) the sum of the total Revolving Credit Commitment Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. Notwithstanding the foregoing, unless approved by the Required Lenders, the Borrower may not request Revolving Loans hereunder while a Change in Control Standstill Period shall be in effect. (b) Subject to the terms and (iii) conditions set forth herein, each Designated Currency Lender agrees to make Multicurrency Revolving Loans denominated in any Designated Currency to the Borrower, in Dollars or any Alternative Currency, at any time and Borrower from time to time on or after during the Second Restatement Date, and until Availability Period for the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Designated Currency Commitments in an aggregate principal amount at that, after giving effect to any time outstanding that would 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 Revolving Credit Lender’s Multicurrency Designated Currency Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans, Revolving Canadian Dollar Loans and Revolving Yen Loans exceeding $300,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Multicurrency Facility Commitment or (iv) the sum of the total Revolving Credit Commitment. Within Exposures plus the limits set forth in total Competitive Loan Exposures exceeding the preceding sentence and subject total Facility Commitments. (c) Subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each each Yen Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Loans denominated in Yen to any Borrower from time to time during the Borrower, Availability Period for the Yen Commitments in an aggregate principal amount at that, after giving effect to any time outstanding that 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 Incremental Yen Commitment, (ii) the aggregate amount of the Dollar Equivalents of the principal amounts of all outstanding Revolving Designated Currency Loans, Revolving Canadian Dollar Loans and Revolving Yen Loans exceeding $300,000,000, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Incremental Facility Commitment or (iv) the sum of the total Revolving Credit Commitment. Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Five Year Credit Agreement (Dun & Bradstreet Corp/Nw)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. . (b) Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement, each Lender having a Tranche A Commitment made Tranche A Term Loans to the Borrower on the Effective Date in a principal amount equal to its Tranche A Commitment. (c) Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement, each Lender having a Tranche B Commitment made Tranche B Term Loans to the Borrower on the Effective Date in a principal amount equal to its Tranche B Commitment. (d) Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement, each Lender having a Delayed Draw Commitment agrees to make Delayed Draw Term Loans to the Borrower from time to time during the Delayed Draw Availability Period in an aggregate principal amount not exceeding such Lender’s Delayed Draw Commitment; provided that the minimum aggregate principal amount of Delayed Draw Term Loans borrowed on any date shall be $50,000,000. (e) Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving . All Letters of Credit Commitment hereby agrees, severally and not jointly, outstanding under the Existing Credit Agreement on the Effective Date shall remain outstanding hereunder on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Advance Auto Parts Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D aInitial B-2 Term Loan, LoanLoans denominated in Dollars, Dollars to the Borrower on the Second Restatement Date, Closing Date in a principal amount not to exceed its Tranche D Initial B-2 Term Loan Commitment, Commitment and (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, Dollars or any Alternative Currency at any time time, and from time to time on or time, after the Second Restatement Date, and Closing Date until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an ; provided that the aggregate principal amount of such Lender’s Revolving Loans to the Borrower at any time outstanding that will not result in such Revolving Credit Lender’s Dollar outstanding Revolving Credit Exposure Loans exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesTerm Loan Commitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein, on the Funding Date, each B-1 Term Loan Lender agrees to make, in a single drawing on the Funding Date, B-1 Term Loans denominated in Dollars in a principal amount not to exceed its B-1 Term Loan Commitment. (d) Subject to the terms and conditions set forth herein, the Incremental B-2 Term Loan Lender agrees to make, in a single drawing on the Funding Date, B-2 Term Loans denominated in Dollars in a principal amount not to exceed its Incremental B-2 Term Loan Commitment. On the Acquisition Closing Date, the Incremental B-2 Term Loans will be deemed to be an increase in the Initial B-2 Term Loans outstanding prior to the Acquisition Closing Date. Furthermore, on the Acquisition Closing Date, the terms and provisions of the Incremental B-2 Term Loans shall be identical to the Initial B-2 Term Loans and will constitute B-2 Term Loans and Term Loans for all purposes under the Credit Agreement. On the Acquisition Closing Date, unless otherwise required by law, the parties hereto intend to treat the Incremental B-2 Term Loans as being fungible with the Initial B-2 Term Loans for U.S. federal income tax purposes. (e) Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (BATS Global Markets, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Term Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Effective Date denominated in dollars in a principal amount not to exceed its Tranche D exceeding such Term Loan Lender’s Term Commitment, (iib)(i) each Dollar Facility Revolving Lender agrees to make Dollar Facility Revolving Loans to the Borrower, Borrower denominated in Dollars, at any time and dollars from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that which will not result in such Revolving Credit Lender’s Dollar Facility Revolving Credit Exposure exceeding such Revolving Lender’s Dollar Facility Revolving Credit Commitment and (iiiii) each Alternative Currency Facility Revolving Lender agrees to make Multicurrency Alternative Currency Facility Revolving Loans to the Borrower, Borrower denominated in Dollars dollars or any in Alternative Currency, at any time and Currencies from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that would which will not result in such Revolving Credit Lender’s Multicurrency Alternative Currency Facility Revolving Credit Exposure exceeding such Revolving Lender’s Multicurrency Alternative Currency Facility Revolving Credit Commitment and (c) each Delayed Draw Term Lender agrees to make Delayed Draw Term Loans to the Borrower on or after the Effective Date until 11:59 p.m. New York City time, on the Delayed Draw Term Commitment Expiration Date in one or more drawings (but no more than five (5)) denominated in dollars in a principal amount not exceeding such Delayed Draw Term Lender’s Delayed Draw Term Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, agrees (a) to make (i) to make a Tranche D Term Loan, Global Revolving Facility Loans denominated in Dollars, Dollars to the U.S. Borrower on the Second Restatement Date, in a principal amount not to exceed from its Tranche D Term Loan Commitment, U.S. Lending Office and (ii) Global Revolving Facility Loans denominated in Dollars or Foreign Currencies to make Dollar Revolving Loans to the BorrowerForeign Subsidiary Borrowers from its Global Lending Office, in Dollars, at any time the case of clauses (i) and (ii) from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (A) such Lender's Global Revolving Facility Credit Exposure exceeding (1) such Lender’s Dollar 's Global Revolving Facility Commitment minus (2) such Lender's Ancillary Commitment or (B) the Global Revolving Facility Credit Exposure exceeding (1) the total Global Revolving Facility Commitments minus (2) the total Ancillary Commitments, and (b) to make U.S. Revolving Facility Loans denominated in Dollars to the U.S. Borrower from its U.S. Lending Office from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's U.S. Revolving Facility Credit Exposure exceeding such Lender’s Dollar 's U.S. Revolving Credit Facility Commitment and or (iiiii) to make Multicurrency the U.S. Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Facility Credit Exposure exceeding such Lender’s Multicurrency the total U.S. Revolving Credit CommitmentFacility Commitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Subject to the terms and conditions set forth herein and in the Third Amendment and Restatement Agreement, each Lender having a Tranche E Term Loan Commitment made a Tranche E Term Loan to the U.S. Borrower on the Restatement Effective Date in a principal amount equal to its Tranche E Term Loan Commitment. All Tranche A-1 Term Loans, Tranche D Term Loans, Revolving Loans, Swingline Loans and Letters of Credit outstanding under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding hereunder on the terms set forth herein. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (TRW Automotive Holdings Corp)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender with a Tranche A Commitment agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, A Loan available to the Borrower on the Second Restatement a Borrowing Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the BorrowerU.S. Dollars, in Dollarsthe amount of such Lender’s Relevant Percentage of the requested Borrowing, at on any time and from time to time one or more New York Business Days on or after before the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Commitment Termination Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount up to and including, but not to exceed, as to each such Lender, the aggregate principal amount of such Lender’s Tranche A Commitment (taking into account any Tranche A Loans previously disbursed by such Lender at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, Effective Date and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowedyet repaid). (b) Each Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender having an Incremental Revolving Credit with a Tranche B Commitment hereby agrees, severally and not jointly, on the terms and subject to make a Tranche B Loan available to the conditions set forth herein and Borrower on a Borrowing Date, in U.S. Dollars, in the applicable Incremental Revolving Credit Assumption Agreementamount of such Lender’s Relevant Percentage of the requested Borrowing, to make Incremental Revolving Loans to on any one or more New York Business Days on or before the Borrower, Commitment Termination Date in an aggregate principal amount up to and including, but not to exceed, as to each such Lender, the aggregate principal amount of such Lender’s Tranche B Commitment (taking into account any Tranche B Loans previously disbursed by such Lender at any time outstanding that will after the Effective Date and not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loansyet repaid). (c) Each Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender having an Incremental Term Loan with a Tranche C Commitment hereby agrees, severally and not jointly, on the terms and subject to make a Tranche C Loan available to the conditions set forth herein and Borrower on a Borrowing Date, in U.S. Dollars, in the applicable Incremental Term Loan Assumption Agreementamount of such Lender’s Relevant Percentage of the requested Borrowing, to make Incremental Term Loans to on any one or more New York Business Days on or before the Borrower, Commitment Termination Date in an aggregate principal amount up to and including, but not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect exceed, as to each such Lender, the aggregate principal amount of Incremental Term such Lender’s Tranche C Commitment (taking into account any Tranche C Loans may previously disbursed by such Lender at any time after the Effective Date and not be reborrowedyet repaid).

Appears in 1 contract

Sources: Export Prepayment Facility Agreement (Votorantim Pulp & Paper Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each : (a) Each Lender with an Initial Revolving Credit Commitment agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, Borrower at any time and from time to time on or after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Initial 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid ; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or prepaid in respect reborrowing shall be allocated ratably according to the Pro Rata Percentages of Term Loans may not be reborrowedeach Lender without regard to the Class of Revolving Credit Commitments held by such Lender. (b) Each Lender having with an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the BorrowerBorrower at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Credit Commitment, and until the earlier of the Incremental Maturity Date and the termination of the Incremental 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 Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an ; provided that if at any time more than one Class of Incremental Term Loan Commitment hereby agreesRevolving Credit Commitments are outstanding, severally and not jointlyany such borrowing, on the terms and subject payment, prepayment or reborrowing shall be allocated ratably according to the conditions set forth herein and in the applicable Pro Rata Percentages of each Incremental Term Loan Assumption Agreement, to make Incremental Term Loans Lender without regard to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect Class of Incremental Term Loans may not be reborrowedRevolving Credit Commitments held by such Incremental Lender.

Appears in 1 contract

Sources: Revolving Credit Agreement (Lindblad Expeditions Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, TenthEleventh Amendment Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment as set forth in the TenthEleventh Amendment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Original Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Agreement. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Waystar Holding Corp.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term A Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, initial term A loans to the Borrower Borrowers (the proceeds of which may be allocated between the Borrowers) on the Second Restatement Date, Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term A Loan Commitment, (ii) each Initial Term B Lender severally, and not jointly, agrees to make Dollar initial term B loans to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iii) each Initial Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrowers (or any Borrower, ) in Dollars, Dollars or any applicable Alternate Currency at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowedre-borrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject agrees to make Additional Loans of such Class to the conditions set forth herein and in Borrowers, which Loans shall not exceed for any such Lender at the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to time of any incurrence thereof the Borrower, in an aggregate principal amount at any time outstanding that will not result in Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Amendment. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (INC Research Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay applicable Refinancing Amendment or prepay and reborrow Incremental Revolving LoansFacility Amendment. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

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

Commitments. (a) Subject to the terms and conditions set forth herein, each applicable Term A Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, A Loan to the Borrower Parties on the Second Restatement Date, Effective Date denominated in dollars in a principal amount not exceeding its Term A Commitment. Amounts repaid or prepaid in respect of Term A Loans may not be reborrowed other than pursuant to exceed the Voluntary Prepayment Incremental Amount. (b) Subject to the terms and conditions set forth herein, (i) each applicable Term B-1 Dollar Lender agrees to make a Term B-1 Dollar Loan to the Borrower Parties on the Effective Date denominated in dollars in a principal amount not exceeding its Tranche D Term Loan B-1 Dollar Commitment, (ii) each applicable Term B-1 Euro Lender agrees to make Dollar a Term B-1 Euro Loan to the Borrower Parties on the Effective Date denominated in euro in a principal amount not exceeding its Term B-1 Euro Commitment and (iii) each applicable Term B-2 Lender agrees to make a Term B-2 Loan to the Borrower Parties on the Effective Date denominated in Dollars in a principal amount not exceeding its Term B-2 Commitment. Amounts repaid or prepaid in respect of Term B Loans may not be reborrowed other than pursuant to the Voluntary Prepayment Incremental Amount. (c) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower, in Dollars, at any time and Borrower from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to or the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Aggregate Revolving Credit Exposure exceeding such Lender’s Multicurrency the aggregate Revolving Credit CommitmentCommitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Avago Technologies LTD)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agreesagrees (a) to make a Term Loan in US Dollars to the US Borrower on the Effective Date in a principal amount not exceeding its Term Commitment, severally and not jointly, (b) (i) to make a Tranche D Term Loan, Limited Currency Revolving Loans denominated in US Dollars, Euros or Sterling to the any Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (A) such Revolving Credit Lender’s Dollar Limited Currency Revolving Credit Exposure exceeding such Lender’s Dollar Limited Currency Revolving Credit Commitment and or (iiiB) the aggregate amount of Foreign Currency Revolving Exposures exceeding the Foreign Currency Sublimit, (c) (i) to make Multicurrency Revolving Loans to the Borrower, denominated in US Dollars or any Alternative Currency, at Foreign Currency to any time and Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect Availability Period and (ii) to cause its Canadian Lending Office to accept and purchase or arrange for the Multicurrency Revolving Credit Commitment acceptance and purchase of such Lender and drafts drawn by the termination of the Multicurrency Revolving Credit Commitment of such Lender Canadian Borrowers in accordance with the terms hereofCanadian Dollars as B/As, in each case in an aggregate principal amount at any time outstanding that would will not result in (A) such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment or (B) the aggregate amount of Foreign Currency Revolving Exposure exceeding the Foreign Currency Sublimit and (d) to make US Dollar Revolving Loans denominated in US Dollars to any Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s US Dollar Revolving Exposure exceeding such Lender’s US Dollar Revolving Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the each Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (CCE Spinco, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, (x) each Dollar Revolving Lender agreesseverally, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) agrees to make Dollar Revolving Loans denominated in U.S. Dollars to the Borrower, Revolving Facility Borrowers in Dollars, U.S. Dollars at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Dollar Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Dollar Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of Dollar Revolving Loans, in an aggregate principal amount at any time outstanding that will not result in the Outstanding Amount of such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding shall not exceed such Lender’s Dollar Revolving Credit Commitment and (iiiy) each Multicurrency Revolving Lender severally, and not jointly, agrees to make Multicurrency Revolving Loans denominated in U.S. Dollars or Agreed Currencies to the Borrower, Revolving Facility Borrowers in U.S. Dollars or any Alternative Currency, Agreed Currencies at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Multicurrency Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Multicurrency Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of Multicurrency Revolving Loans, in an aggregate principal amount at any time outstanding that would not result in the Dollar Equivalent of the Outstanding Amount of such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding shall not exceed the Dollar Equivalent of such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Revolving Facility Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any Revolving Facility Borrower in place of all or prepaid in respect part of Term Loans may not be reborrowedits Multicurrency Revolving Credit Commitment. (b) Each [reserved]. (c) Subject to the terms and conditions of this Agreement, each Lender having and each Additional Lender with an Additional Revolving Commitment for a given Class of Incremental Revolving Credit Commitment hereby agreesLoans severally, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount any Revolving Facility Borrower at any time outstanding and from time to time on and after the initial incurrence thereof, and until the earlier of the maturity thereof and the termination of the Additional Revolving Commitment of such in accordance with the terms hereof; provided that will not result in after giving effect to any Borrowing of Incremental Revolving Loans, the Outstanding Amount of such Lender▇▇▇▇▇▇’s Incremental Revolving Credit Exposure exceeding in respect of Additional Revolving Loans shall not exceed such Lender▇▇▇▇▇▇’s Incremental Additional Revolving Credit Commitment. Within the limits set forth Commitment in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental respect of Additional Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (SB/RH Holdings, LLC)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, NinthTenth Amendment Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment as set forth in the NinthTenth Amendment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Original Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Agreement. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Waystar Holding Corp.)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make Dollar Initial Revolving Loans to the Borrower, Borrower in Dollars, Dollars or in any Revolving Alternative Currency at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Initial Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans made on the Closing Date may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay applicable Refinancing Amendment or prepay and reborrow Incremental Revolving LoansFacility Amendment. (c) Each Lender having an Subject to the terms and conditions of this Agreement and Amendment No. 3, the Amendment No. 3 Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Lenders agree to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan CommitmentAmendment No. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.3

Appears in 1 contract

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

Commitments. (a) Subject to On the terms and subject to the conditions set forth hereinherein and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, each Lender agrees, agrees severally and not jointly, jointly to make (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Domestic Revolving Loans to the U.S. Borrower, in Dollarsdollars, at any time and from time to time on or after the Second Restatement Date, Closing Date and until prior the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Domestic 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 Revolving Credit Lender’s Dollar Domestic Revolving Credit Exposure exceeding such Lender’s Dollar Domestic Revolving Credit Commitment and Commitment, (iiiii) to make Multicurrency Revolving Loans to the BorrowerU.S. Borrower in dollars, the Canadian Borrower in Dollars dollars or any Alternative CurrencyCanadian Dollars, the Australian Borrower in Australian Dollars, or the Japanese Borrower in Japanese Yen, at any time and from time to time on or after the Second Restatement Date, Closing Date and until prior to the earlier of the Revolving Credit Maturity Date with respect to and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in a aggregate principal amount at any time outstanding that will not result in (x) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment, or (y) the Aggregate Multicurrency Revolving Credit Exposure attributable to Loans to, and Letters of Credit issued for the account of, (A) the Australian Borrower and the New Zealand Borrower exceeding the ANZ Sublimit, (B) the Canadian Borrower exceeding the Canadian Sublimit or (C) the Japanese Borrower exceeding the Japanese Sublimit, and (iii) U.K. Revolving Loans to the U.S. Borrower in dollars or the U.K. Borrower in Pounds or Euro, at any time and from time to time on or after the Closing Date and prior to the earlier of the Revolving Credit Maturity Date and the termination of the Multicurrency U.K. Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would will not result in such Revolving Credit Lender’s Multicurrency U.K. Revolving Credit Exposure exceeding such Lender’s Multicurrency U.K. Revolving Credit Commitment. The Borrowers and the Lenders acknowledge the making of Loans prior to the Second Restatement Date under the Existing Credit Agreement and under the Tranche A-1 Loan Agreement and agree that, to the extent outstanding on the Second Restatement Date, such Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Within the limits set forth in the preceding first sentence of this Section 2.01 and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Cb Richard Ellis Group Inc)

Commitments. (a) Subject to the terms and conditions set forth hereinin the Second Amendment and Restatement Agreement, the Existing Tranche B Loans of each Tranche B-1 Lender outstanding under the First Amended and Restated Credit Agreement immediately prior to the Second Restatement Effective Date shall remain outstanding under this Agreement from and after the Second Restatement Effective Date as Tranche B-1 Loans hereunder and such Tranche B-1 Loans shall, for the avoidance of doubt, have an aggregate principal amount of $11,750,000 as of the Second Restatement Effective Date. (b) Subject to the terms and conditions set forth in the Second Amendment Agreement, the Existing Tranche B Loans of each Tranche B-2 Lender outstanding under the First Amended and Restated Credit Agreement immediately prior to the Second Restatement Effective Date shall be automatically reclassified as Tranche B-2 Loans hereunder and such Tranche B-2 Loans shall, for the avoidance of doubt, have an aggregate principal amount of $45,000,0000 as of the Second Restatement Effective Date. (c) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Class A-2 Revolving Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Class A-2 Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and Effective Date until the earlier of the Class A-2 Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Class A-2 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 Revolving Credit Lender’s Dollar Class A-2 Revolving Credit Exposure exceeding such Lender’s Dollar Class A-2 Revolving Credit Commitment and (iii) to make Multicurrency Revolving Commitment. Amounts paid or prepaid in respect of Tranche B Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would may not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentbe reborrowed. Within the limits set forth in the preceding sentence clause (c) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Class A-2 Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Second Amendment and Restatement Agreement (Jacobs Entertainment Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Revolving Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Revolving Dollar Revolving Loans to the Borrower, in Dollars, any Borrower at any time and from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar 's Revolving Credit Exposure exceeding such Lender’s Dollar its Revolving Credit Commitment and or (iiiii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Aggregate Revolving Credit Exposure exceeding such Lender’s Multicurrency the Total Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Dollar Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Fronting Lender having an Incremental Revolving Credit Commitment hereby that is party to any Alternate Currency Supplement agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Alternate Currency Loans to any Borrower that is a designated Borrower under such Alternate Currency Supplement in any Alternate Currency available under such Alternate Currency Supplement at any time and from time to time during the Borrower, Availability Period in an aggregate principal amount at any time outstanding that will not result in such (i) any Lender’s Incremental 's Revolving Credit Exposure exceeding such Lender’s Incremental its Revolving Commitment, (ii) the Aggregate Revolving Credit Commitment. Within Exposure exceeding the limits set forth in Total Revolving Commitment or (iii) the preceding sentence aggregate principal amount of the Revolving Alternate Currency Loans made by such Fronting Lender pursuant to such Alternate Currency Supplement exceeding such Fronting Lender's Alternate Currency Commitment (or any subcommitment of such Lender applicable to such Alternate Currency) under such Alternate Currency Supplement; provided that a Fronting Lender shall not be required to, and subject shall not, make any Revolving Alternate Currency Loan if the Required Lenders shall have delivered to such Fronting Lender, not later than two Business Days prior to the termsdate on which such Revolving Alternate Currency Loan is scheduled to be made, conditions a notice stating that a Default has occurred and limitations set forth herein, the Borrower may borrow, pay or prepay is continuing and reborrow Incremental directing such Fronting Lender not to make Revolving Alternate Currency Loans. (c) In the event that any Revolving Alternate Currency Borrowing 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 Alternate Currency Loans included in such Revolving Alternate Currency Borrowing shall deliver to the Administrative Agent and the Company a request that the provisions of this paragraph take effect with respect to such Borrowing or (ii) the Commitments shall be terminated or the Loans accelerated pursuant to Article VII, then (A) the Loans included in such Revolving Alternate Currency Borrowing and the interest accrued thereon shall without further action be converted into obligations denominated in US Dollars at the applicable Exchange Rate on the date of such conversion, as determined by the Administrative Agent and set forth in a notice delivered to the Company and each Revolving Lender, (B) each Revolving Lender shall acquire at face value a participation in the Loans included in such Revolving Alternate Currency 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 US Dollars to the Administrative Agent in the manner provided in Section 2.06 (and the Administrative Agent shall promptly wire the amounts so received to the applicable Fronting Lenders ratably in accordance with their respective Revolving Alternate Currency Loans included in such Revolving Alternate Currency Borrowing) and (C) such Loans converted in accordance with clause (A) above shall at all times thereafter, until repaid in accordance with the terms hereof, bear interest at the rate applicable to overdue ABR Borrowings under Section 2.12(e), and the principal of and interest on such converted Loans will be payable at the applicable times and places for overdue ABR Borrowings. Each Revolving Lender having an Incremental Term acknowledges and agrees that its obligation to acquire and pay for participations in Revolving Alternate Currency Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction of the Revolving Commitments, and that each payment shall be made without any offset, abatement, withholding or reduction whatsoever. The purchase of participations in any Loan included in any Revolving Alternate Currency Borrowing pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof. (d) One or more Borrowers, the Administrative Agent, the London Agent and one or more Revolving Lenders may from time to time enter into one or more Alternate Currency Supplements pursuant to which such Revolving Lenders may agree to serve as Fronting Lenders in respect of one or more Alternate Currencies. Any such Alternate Currency Supplement shall set forth the Alternate Currency or Currencies in which Revolving Borrowings may be made under such Alternate Currency Supplement, the Alternate Currency Commitment hereby agreesof each Fronting Lender party thereto (and, severally if such Alternate Currency Supplement provides for Borrowings in more than one Alternate Currency, any limits on the amounts that may be borrowed in the particular Alternate Currencies covered thereby), the Borrowers that may borrow under such Alternate Currency Supplement, any special provisions for the times and not jointlyplaces 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 rates at which interest is to accrue on Borrowings or the compensation to be payable to Fronting Lenders and any other special provisions to be applicable to Borrowings under such Alternate Currency Supplement. Any special provisions referred to in the preceding sentence that shall be included in any Alternate Currency Supplement shall be applicable to all Borrowings under such Alternate Currency Supplement, notwithstanding any other provision of this Article II to the contrary (and in the absence of any such special provisions, the applicable provisions set forth in this Article II shall control). In the event of any inconsistency between the terms and subject conditions of this Agreement and the terms and conditions of any Alternate Currency Supplement or any other agreement entered into by any Borrower with any Fronting Lender relating to any Revolving Alternate Currency Loans (other than any such inconsistency with respect to any special provisions referred to above), the terms and conditions set forth herein of this Agreement shall control. Each Alternate Currency Supplement shall be referred to in all notices hereunder by number, with the first Alternate Currency Supplement entered into hereunder being referred to as "Alternate Currency Supplement No. 1" and successive Alternate Currency Supplements being referred to by the succeeding integers in the applicable Incremental Term Loan Assumption Agreementorder in which they are entered into. Multiple Alternate Currency Supplements providing for different funding, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid pricing or prepaid other arrangements may be entered into in respect of Incremental Term Loans may not be reborroweda single Alternate Currency.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Albany International Corp /De/)

Commitments. (a) Subject to the terms and conditions set forth herein: (a) On the Restatement Effective Date, the “Term A Loans” (under and as defined in the Original Credit Agreement) of each Term A Lender shall continue hereunder and are deemed to be Term A Loans; (b) each Lender agrees, severally and not jointly, (i) with a Term A-1 Loan Commitment on the Restatement Effective Date is deemed to make a Tranche D Term Loan, A-1 Loan denominated in Dollars, Dollars to the Borrower Borrowers on the Second Restatement Date, Effective Date in a principal amount not equal to exceed its Tranche D Term A-1 Loan Commitment, ; (iic) each Lender with a Deferred Term A Loan Commitment on the Restatement Effective Date is deemed to make Dollar Revolving Loans a Deferred Term A Loan denominated in Dollars to the Borrower, Borrowers on the Restatement Effective Date in Dollars, at any time and a principal amount equal to its Deferred Term A Loan Commitment; (d) each Lender agrees to make Revolving Facility Loans denominated in Dollars of a Class to the Borrowers from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Revolving Facility Credit Exposure of such Class exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Facility Commitment of such Lender and Class or (ii) the termination of the Multicurrency Revolving Facility Credit Commitment Exposure of such Lender in accordance with Class exceeding the terms hereof, in an aggregate principal amount at any time outstanding that would not result in total Revolving Facility Commitments of such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit CommitmentClass. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow amounts under the Revolving Facility Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.; and (be) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans denominated in Dollars to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.;

Appears in 1 contract

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

Commitments. Subject to the terms and conditions set forth herein and in the Effectiveness Agreement, each Lender agrees (a) to consummate the transactions with respect to Tranche A Term Loans contemplated by the Effectiveness Agreement to be consummated by it on the Effectiveness Date and to hold after giving effect thereto a Tranche A Term Loan to the Company on the Effectiveness Date in a principal amount not exceeding its Tranche A Term Loan Commitment, (b) to make a Tranche B Term Loan to the Company on the Effectiveness Date in a principal amount not exceeding its Tranche B Term Loan Commitment and (c) to consummate the transactions with respect to Revolving Loans contemplated by the Effectiveness Agreement to be consummated by it on the Effectiveness Date and to hold after giving effect thereto Revolving Loans to the Company in an aggregate amount equal to its Applicable Percentage of the Revolving Loans outstanding on the Effectiveness Date and thereafter to make Revolving Loans to the Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Exposures and the Lender LC Exposure exceeding the total Revolving Commitments. Subject to the terms and conditions set forth herein and in the Amendment Agreement, each Lender having a Tranche C Term Loan Commitment made Tranche C Term Loans to the Company on the Amendment Effectiveness Date in a principal amount equal to its Tranche C Term Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Alliant Techsystems Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not (after giving effect to any concurrent use of the proceeds thereof to repay Swingline Loans or LC Disbursements) result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Commitment; provided, however, that Revolving Loans to will be available on the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Effective Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentexcess of $10,000,000. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Tranche A Lender agrees to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment. Amounts paid repaid or prepaid in respect of Tranche A Term Loans may not be reborrowed. (bc) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, each Tranche B Lender agrees to make a Tranche B Loan to the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and Effective Date in the applicable Incremental Term Loan Assumption Agreement, a principal amount not exceeding its Tranche B Commitment. The Initial Lender’s obligation to make Incremental Term Tranche B Loans to the Borrower, in an aggregate principal amount not Borrower shall be satisfied by its transfer of the Acquired Business to exceed its Incremental Term Loan Commitmentthe Borrower as contemplated by the Distribution Agreement. Amounts paid repaid or prepaid in respect of Incremental Tranche B Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Idearc Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, having a Tranche B Term Loan Commitment severally and not jointly, (i) agrees to make a loan (a “Tranche D B Term Loan, in Dollars, ”) on the Closing Date to the Borrower on Company in Dollars by making immediately available funds to the Second Restatement DateAdministrative Agent’s account not later than the time specified by the Administrative Agent, in a principal amount which Tranche B Term Loans shall not to exceed its for any such Lender the Tranche D B Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid repaid in respect of Tranche B Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental herein, each U.S. Revolving Credit Assumption Agreement, Lender agrees to make Incremental U.S. Revolving Loans to either Borrower in Dollars from time to time during the Borrower, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Incremental U.S. Revolving Credit Exposure exceeding such Lender’s Incremental U.S. Revolving Commitments or (ii) the total U.S. Revolving Credit CommitmentExposures exceeding the sum of the total U.S. Revolving Commitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Incremental U.S. Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreementherein, each Alternative Currency Revolving Lender agrees to make Incremental Term Alternative Currency Revolving Loans to either Borrower in Dollars or Alternative Currencies from time to time during the Borrower, Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s Alternative Currency Revolving Credit Exposure exceeding such Lender’s Alternative Currency Revolving Commitment or (ii) subject to exceed its Incremental Section 1.12, the Dollar Equivalent of the total Alternative Currency Revolving Credit Exposures exceeding the sum of the total Alternative Currency Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternative Currency Revolving Loans. (d) Subject to the terms and conditions set forth herein, each Lender having a Delayed Draw Tranche B Term Loan CommitmentCommitment severally agrees to make a Tranche B Term Loan on up to two occasions on or before the Delayed Draw Termination Date to the Company in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which Tranche B Term Loans shall not in the aggregate exceed for any such Lender the Delayed Draw Tranche B Term Loan Commitment of such Lender; provided that the Company shall be in compliance, calculated on a Pro Forma Basis, with the covenants contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) prior to such time. Amounts paid or prepaid repaid in respect of Incremental Tranche B Term Loans may not be reborrowed. The Delayed Draw Tranche B Term Loan Commitments shall terminate immediately upon the Delayed Draw Termination Date.

Appears in 1 contract

Sources: Credit Agreement (Dole Food Co Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each US Tranche Lender agrees, severally and not jointly, (i) agrees to make a US Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, Company in Dollars, at any time and Dollars from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (a) such Revolving Credit US Tranche Lender’s Dollar Revolving Credit US Tranche Exposure exceeding such Lender’s Dollar US Tranche Commitment, or (b) the sum of the total US Tranche Exposures of all US Tranche Lenders exceeding the total US Tranche Commitments of all such Lenders. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow US Tranche Revolving Credit Commitment Loans. (b) Subject to the terms and (iii) conditions set forth herein, each Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrower, Borrowers in Dollars or any Alternative Currency, at any time and Agreed Currencies from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that would not will not, subject to fluctuations in currency exchange rates, result in (a) such Revolving Credit Multicurrency Tranche Lender’s Multicurrency Revolving Credit Tranche Exposure exceeding the Dollar Amount of such Lender’s Multicurrency Revolving Credit Tranche Commitment, or (b) the sum of the total Multicurrency Tranche Exposures of all Multicurrency Tranche Lenders exceeding the total Multicurrency Tranche Commitments of all such Lenders. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Multicurrency Tranche Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Global Payments Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Australian Term Tranche Lender agrees, severally and not jointly, (i) agrees to make a an Australian Term Tranche D Term Loan, in Dollars, Loan to the Australian Borrower on the Second Restatement DateEffective Date (or on the next following Business Day, if the Australian Borrower and the Administrative Agent shall so agree) in a principal US Dollars in an amount equal to such Australian Term Tranche Lender’s Australian Term Tranche Commitment. Amounts repaid in respect of Australian Term Tranche Loans may not be reborrowed. (b) Subject to exceed its the terms and conditions set forth herein, each US Tranche D Term Loan Commitment, (ii) Revolving Lender agrees to make Dollar US Tranche Revolving Loans to the Borrower, in Dollars, at any time and US Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender Availability Period in accordance with the terms hereof, US Dollars in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding (i) such Lender’s Dollar US Tranche Revolving Credit Exposure exceeding its US Tranche Revolving Commitment or (ii) the aggregate amount of the US Tranche Revolving Exposures exceeding the aggregate US Tranche Revolving Commitments. (c) Subject to the terms and (iii) conditions set forth herein, each Australian Revolving Tranche Lender agrees to make Multicurrency Australian Revolving Tranche Loans to the Borrower, in Dollars or any Alternative Currency, at any time and Australian Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender Availability Period in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay US Dollars or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, Australian Dollars in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Incremental Australian Revolving Credit Tranche Exposure exceeding such Lender’s Incremental its Australian Revolving Credit Commitment. Tranche Commitment or (ii) the aggregate amount of the Australian Revolving Tranche Exposures exceeding the aggregate Australian Revolving Tranche Commitments. (d) Within the limits set forth in the preceding sentence foregoing limits, and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or repay, prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Millennium Chemicals Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Standby Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or and after the Second Restatement Date, Original Effective Date and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with Lender. (b) Subject to the terms hereofand conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, in an aggregate principal amount at any time outstanding that will each Local Currency Lender agrees, severally and not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) jointly, to make Multicurrency Revolving Local Currency Loans to the Borrower, in Dollars or any Alternative Currency, applicable Borrowers at any time and from time to time on or and after the Second Restatement Date, execution of the applicable Local Currency Addendum and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Commitment (or the commitment under such Local Currency Addendum) of such Local Currency Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event may Standby Loans or Local Currency Loans be borrowed under this Article II or any Local Currency Addendum if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect; (ii) the Standby Credit Exposure of any Lender (and the Affiliates of such Lender in accordance with that are Local Currency Lenders) would exceed such Lender’s Commitment; or (iii) the terms hereof, in an Dollar Equivalent of the aggregate principal amount at of outstanding Local Currency Loans under any time outstanding that Local Currency Addendum would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentexceed the applicable Local Currency Facility Maximum Borrowing Amount. Within the limits set forth in foregoing limits, the preceding sentence Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local Currency Loans hereunder, on and after the Original Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Closing Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, and (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid prepaid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (TransDigm Group INC)

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein: (a) on the Closing Date, in accordance with and upon the terms and conditions set forth in the Restatement Agreement, (i) each Exchanging Term Lender (as defined in the Restatement Agreement) agrees to exchange all of its Existing Term Loans (as defined in the Restatement Agreement) with Term Loans hereunder in an equal principal amount and (ii) each Additional Term Lender (as defined in the Restatement Agreement) agrees to make Term Loans in the form of Additional Term Loans (as defined in the Restatement Agreement) in dollars to the Borrower in an amount notified to such Additional Term Lender by the Administrative Agent; (b) [reserved]; and (c) each Revolving Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar fund Revolving Loans in dollars or an Alternative Currency to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, Sixth Amendment Effective Date and until the earlier of the Revolving Credit Maturity Date with respect to for the Dollar applicable Class of Revolving Credit Commitment of such Lender Commitments and the termination of the Dollar applicable Revolving Credit Commitment of such Revolving Lender in accordance with the terms hereof, hereof in an aggregate principal amount at any time outstanding that will not result in the Dollar Equivalent of such Revolving Credit Lender’s Dollar (w) Revolving Credit Exposure exceeding such Revolving Lender’s Dollar Revolving Credit Commitment and Commitment, (iiix) to make Multicurrency Tranche A Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Revolving Lender’s Multicurrency Tranche A Revolving Credit Commitment, (y) Tranche B Revolving Exposure exceeding such Revolving Lender’s Tranche B Revolving Commitment or (z) Tranche C Revolving Exposure exceeding such Revolving Lender’s Tranche C Revolving Commitment. Within the limits set forth in the preceding sentence clause ‎(c) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesLoans, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental New Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Refinancing Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (ia) to make a Tranche D A Term Loan, in Dollars, Loans to the Borrower at any time and from time to time on or after the Second Restatement DateClosing Date and until the earlier of the expiration of the Term Loan Availability Period and the termination of the Tranche A Commitment of such Lender in accordance with the terms hereof, in a principal amount not to exceed its Tranche D Term Loan A Commitment, (iib) to make Dollar Tranche B Term Loans to the Borrower at any time and from time to time on or after the Closing Date and until the earlier of the expiration of the Term Loan Availability Period and the termination of the Tranche B Commitment of such Lender in accordance with the terms hereof, in a principal amount not to exceed its Tranche B Commitment, and (c) to make Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 (i) such Revolving Credit Lender’s Dollar ▇▇▇▇▇▇'s Revolving Credit Exposure exceeding such Lender’s Dollar ▇▇▇▇▇▇'s Revolving Credit Commitment and or (iiiii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time of all outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure Loans and Swingline Loans exceeding such Lender’s Multicurrency Revolving Credit Commitment$300,000,000. Within the limits set forth in clause (c) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Pacificorp /Or/)

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein: (a) on the Closing Date, in accordance with and upon the terms and conditions set forth in the Restatement Agreement, (i) each Exchanging Term Lender (as defined in the Restatement Agreement) agrees to exchange all of its Existing Term Loans (as defined in the Restatement Agreement) with Term Loans hereunder in an equal principal amount and (ii) each Additional Term Lender (as defined in the Restatement Agreement) agrees to make Term Loans in the form of Additional Term Loans (as defined in the Restatement Agreement) in dollars to the Borrower in an amount notified to such Additional Term Lender by the Administrative Agent; (b) on the Closing Date, in accordance with and upon the terms and conditions set forth in the Restatement Agreement, (i) the Existing Revolving Commitment (as defined in the Restatement Agreement) of each Revolving Lender that does not execute the Restatement Agreement shall continue hereunder but shall be referred to as a Tranche A Revolving Commitment, (ii) the Existing Revolving Commitment (as defined in the Restatement Agreement) of each Revolving Lender that executes the Restatement Agreement shall continue hereunder and be reclassified as a Tranche B Revolving Commitment and (iii) the commitments of each Additional Revolving Lender (as defined in the Restatement Agreement) that executes the Restatement Agreement shall continue hereunder as Tranche B Revolving Commitments; (c) each Tranche A Revolving Lender agrees, severally and not jointly, (i) to make a fund Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar A Revolving Loans in dollars to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, Closing Date and until the earlier of the Tranche A Revolving Credit Facility Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Tranche A Revolving Credit Commitment of such Tranche A Revolving Lender in accordance with the terms hereof, hereof in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar (x) Tranche A Revolving Credit Exposure exceeding such Revolving Lender’s Dollar Tranche A Revolving Credit Commitment or (y) Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment; and (d) each Tranche B Revolving Lender (including, for the avoidance of doubt, each Additional Revolving Lender (as defined in the Restatement Agreement)) agrees, severally and (iii) not jointly, to make Multicurrency fund Tranche B Revolving Loans in dollars to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, Closing Date and until the earlier of the Tranche B Revolving Credit Facility Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Tranche B Revolving Credit Commitment of such Tranche B Revolving Lender in accordance with the terms hereof, hereof in an aggregate principal amount at any time outstanding that would will not result in such Revolving Credit Lender’s Multicurrency (x) Tranche B Revolving Credit Exposure exceeding such Revolving Lender’s Multicurrency Tranche B Revolving Credit Commitment or (y) Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment. (e) For the avoidance of doubt, (i) prior to the Tranche A Revolving Facility Maturity Date, each Borrowing of Revolving Loans under this Section 2.01 shall be made pro rata between the Tranche A Revolving Loans and the Tranche B Revolving Loans in proportion to the amount of Tranche A Revolving Commitments and Tranche B Revolving Commitments on the date of such Borrowing and (ii) any Existing Revolving Loans (as defined in the Restatement Agreement) outstanding on the Closing Date shall be continued on such date as Revolving Loans hereunder; provided that (x) the Revolving Loans of each Tranche A Revolving Lender will be referred to as Tranche A Revolving Loans and (y) the Revolving Loans of each Tranche B Revolving Lender will be referred to as Tranche B Revolving Loans. Within the limits set forth in the preceding sentence clauses (c) and (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesLoans, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental New Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Refinancing Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Borrower from time to time on or after the Second Restatement Date, and until the earlier of during the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. . (b) Subject to the terms and conditions set forth herein and the Amendment and Restatement Agreement, each Lender having a Tranche D Commitment made Tranche D Term Loans to the Borrower on the Restatement Effective Date in a principal amount equal to its Tranche D Commitment as set forth opposite such Lender’s name on Schedule 1 to the Amendment and Restatement Agreement. (c) Subject to the terms and conditions set forth herein and the Amendment and Restatement Agreement, each Lender having a Tranche E Commitment made Tranche E Term Loans to the Borrower on the Restatement Effective Date in a principal amount equal to its Tranche E Commitment as set forth opposite such Lender’s name on Schedule 1 to the Amendment and Restatement Agreement. (d) Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental . All Revolving Loans and Letters of Credit Commitment hereby agrees, severally and not jointly, outstanding under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding hereunder on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Advance Auto Parts Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each : (a) Each Revolving Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, Revolving Loans in Dollars, Dollars to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Commitment or (b) the total Revolving Credit Commitment and (iii) to make Multicurrency Exposures exceeding the Aggregate Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit CommitmentCommitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans; and (b) Each Term Lender agrees to make a Closing Date Term Loan in Dollars to the Borrower on the Effective Date in an amount not to exceed such Lender’s Closing Date Term Loan Commitment. Amounts paid repaid or prepaid in respect of Closing Date Term Loans may not be reborrowed. (b) . Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, Closing Date Term Loan made to the Borrower on the terms Effective Date shall result in an immediate and subject to the conditions set forth herein and permanent reduction in the applicable Incremental Revolving Credit Assumption AgreementClosing Date Term Loan Commitment in the principal amount of such Term Loan so made, to make Incremental Revolving Loans to be shared by the Borrower, Term Lenders in an aggregate principal amount at any time outstanding that will not result in such accordance with Term Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit CommitmentApplicable Percentage then in effect. Within Notwithstanding the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth hereinforegoing, the Borrower may borrow, pay or prepay definition of “Term Loans” shall mean and reborrow Incremental Revolving Loans.include references to both Closing Date Term Loans and Delayed Draw Term Loans once the Delayed Draw Term Loans are funded; and (c) Each Term Lender having an Incremental will make a term loan in Dollars to the Borrower (“Delayed Draw Term Loans”) to be funded at one time and in one borrowing on or after the Effective Date and on or prior to the Delayed Draw Term Loan Commitment hereby agreesTermination Date, severally and not jointlyin such Term Lender’s Applicable Percentage of such aggregate amounts as Borrower may request for such Delayed Draw Term Loans; provided, on that after giving effect to such Delayed Draw Term Loans, for each Lender, such Term Lender’s Applicable Percentage of the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Delayed Draw Term Loans to the Borrower, in an aggregate principal amount will not to at any time exceed its Incremental Delayed Draw Term Loan Commitment. Amounts paid Delayed Draw Term Loans that are repaid or prepaid by Borrower, in respect of Incremental Term Loans whole or in part, may not be reborrowed. The amount of the Delayed Draw Term Loans must be a minimum of at least $500,000 or such lesser amount that is the remaining undrawn Delayed Draw Term Loan Commitment. The Delayed Draw Term Loan Commitment shall automatically reduce to $0, and the commitments of Lenders to make Delayed Draw Term Loans shall automatically terminate, on the Delayed Draw Term Loan Commitment Termination Date. All other terms and provisions of the Delayed Draw Term Loans (if any) shall be identical to the Term Loans. Unless otherwise specifically provided herein, all references in the Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Delayed Draw Term Loans, once funded. The failure of any Lender to make any Delayed Draw Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Delayed Draw Term Loans as required. The Delayed Draw Term Loans shall amortize as set forth in Section 2.10.

Appears in 1 contract

Sources: Credit Agreement (Virtusa Corp)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, : (ia) to make a Tranche D Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Date, Closing Date in a the principal amount not equal to exceed its Tranche D Closing Date Term Loan Commitment, ; (b) to make a Term Loan to Borrower on the first to occur of (i) the ISI Acquisition Closing Date (provided the ISI Acquisition Closing Date occurs on or before the Delayed Draw Term Loan Commitment Termination Date) or (ii) the Alternate Permitted Acquisition Closing Date (provided the Alternate Permitted Acquisition Closing Date occurs on or before the Delayed Draw Term Loan Commitment Termination Date), in each case in the principal amount equal to its Delayed Draw Term Loan Commitment (or, if less, its Pro Rata Percentage of the Acquisition Consideration, payable by Borrower in cash on the closing date of such Alternate Permitted Acquisition); and (c) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and Closing Date until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence clause (b) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, : (a) each Dollar Tranche Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, revolving loans denominated in Dollars, Dollars to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and Borrowers from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (a) such Revolving Credit Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment, (b) the sum of the total Dollar Tranche Revolving Credit Commitment Exposures exceeding the total Dollar Tranche Commitments or (c) the sum of the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Dollar Tranche Loans. (iiib) each Multicurrency Tranche Lender agrees to make Multicurrency Revolving Loans revolving loans denominated in Dollars and Foreign Currencies to the Borrower, in Dollars or any Alternative Currency, at any time and Borrowers from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that would will not result in (a) such Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (b) the sum of the total Multicurrency Tranche Revolving Credit CommitmentExposures exceeding the total Multicurrency Tranche Commitments, (c) the Dollar Equivalent of the aggregate amount of all Loans and Letters of Credit denominated in a Foreign Currency exceeding $75,000,000 or (d) the sum of the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Multicurrency Tranche Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Argo Group International Holdings, Ltd.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, : (i) each Lender with an Initial U.S. Term Loan Commitment made, severally and not jointly, a U.S. Term Loan to the U.S. Borrower on the Closing Date, in an aggregate principal amount equal to its Initial U.S. Term Loan Commitment. Amounts paid or prepaid in respect of U.S. Term Loans made on the Closing Date may not be reborrowed. (ii) each Lender with an Additional U.S. Term Loan Commitment agrees, severally and not jointly, (i) to make a Tranche D U.S. Term Loan, in Dollars, Loan to the U.S. Borrower on the Second First Restatement Date, in a an aggregate principal amount not equal to exceed its Tranche D Additional U.S. Term Loan Commitment. Amounts paid or prepaid in respect of U.S. Term Loans made on the First Restatement Date may not be reborrowed. (iii) each Lender with a Cayman Term Loan Commitment made, severally and not jointly, a Cayman Term Loan to the Cayman Borrower on the Closing Date, in an aggregate principal amount equal to its Cayman Term Loan Commitment. Amounts paid or prepaid in respect of Cayman Term Loans may not be reborrowed. (iiiv) pursuant to Section 2.24 and the First Incremental Assumption Agreement, each Lender with a Revolving Credit Commitment agrees, severally and not jointly, to make Dollar Revolving Loans to the Borrower, in Dollars, U.S. Borrower at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the U.S. Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid ; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or prepaid in respect reborrowing shall be allocated ratably according to the Pro Rata Percentages of Term Loans may not be reborrowedeach Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreesTerm Loan Commitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the U.S. Borrower or Cayman Borrower, as applicable, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Each Lender with an Incremental Revolving Credit Assumption AgreementCommitment agrees, severally and not jointly, to make Incremental Revolving Loans to the U.S. Borrower or Cayman Borrower, as applicable, at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Commitment, and until the earlier of the Incremental Revolving Credit Maturity Date and the termination of the Incremental 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 Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower both Borrowers may borrow, pay or prepay and reborrow Incremental Revolving Loans; provided that if at any time more than one Class of Incremental Revolving Credit Commitments are outstanding, any such borrowing, payment, prepayment or reborrowing shall be allocated ratably according to the Pro Rata Percentages of each Incremental Revolving Credit Lender without regard to the Class of Incremental Revolving Credit Commitments held by such Incremental Revolving Credit Lender. (cd) Each Lender having an Incremental Notwithstanding any provision to the contrary herein, following the First Restatement Date and the funding of the Additional U.S. Term Loans pursuant to the First Amended and Restated Credit Agreement (i) the terms of the Additional U.S. Term Loans shall be the same as the terms of the Initial Term Loans, and the Additional U.S. Term Loans shall constitute one tranche with, and be the same Class of U.S. Term Loans as, the Initial U.S. Term Loans made pursuant to Section 2.01(a)(i) of this Agreement, (ii) each reference in this Agreement to “U.S. Term Loan Commitment” shall include the Additional U.S. Term Loan Commitment hereby agrees, severally and not jointly, on (iii) each reference to “Lender” shall include the terms and subject Lenders signatory to the conditions set forth herein First Amended and in the applicable Incremental Term Loan Assumption Restated Credit Agreement, to make Incremental Term Loans to in each case, unless the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedcontext shall require otherwise.

Appears in 1 contract

Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make made a Tranche D 1 Term Loan, in Dollars, Loan to the Borrower on the Second First Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Effective Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit its Tranche 1 Term Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay Amounts repaid or prepay and reborrow Revolving Loans. Amounts paid or prepaid prepayed in respect of Tranche 1 Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreementherein, each Lender agrees to make Incremental Revolving Loans to the Borrower, Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding the lesser of (i) such Lender’s Incremental Revolving Credit CommitmentCommitment and (ii) such Lender’s Applicable Percentage of an amount equal to (A) the Borrowing Base Amount in effect at such time minus (B) the sum of (1) the outstanding Tranche 1 Term Loans at such time, (2) the outstanding Tranche 2 Term Loans at such time, (3) the outstanding Tranche 3 Term Loans at such time, (4) the outstanding Other Term Loans at such time, (5) the Other Revolving Exposures at such time and (6) the Additional Senior Debt at such time. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on Subject to the terms and subject to the conditions set forth herein and in the applicable Incremental herein, each Lender made a Tranche 2 Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, Borrower on the Second Restatement Effective Date in an aggregate principal amount not to exceed exceeding its Incremental Tranche 2 Term Loan Commitment. Amounts paid repaid or prepaid prepayed in respect of Incremental Tranche 2 Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein, each Lender made a Tranche 3 Term Loan to the Borrower on the 2008 Restatement Effective Date in an aggregate principal amount not exceeding its Tranche 3 Term Commitment. Amounts repaid or prepayed in respect of Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), the funded portion of each Tranche 3 Term Loan made on the 2008 Restatement Effective Date (i.e., the amount advanced to the Borrower on the 2008 Restatement Effective Date) was equal to 90.00% of the principal amount of such Loan (it being agreed that the full principal amount of each such Loan will be deemed outstanding on the 2008 Restatement Effective Date and the Borrower shall be obligated to repay 100% of the principal amount of each such Loan as provided hereunder). (e) Notwithstanding anything herein to the contrary (including the provisions contained in Sections 6.01(c) and 9.19), if there is more than one Class of Revolving Commitments and Other Revolving Commitments outstanding at any time, then (a) borrowings and prepayments (but not repayments at maturity) of borrowings under all such Commitments shall be made pro rata among the Lenders holding such Commitments (based on the respective amounts of the Revolving Commitments and Other Revolving Commitments held by such Lenders) and (b) each Class of Revolving Commitments and Other Revolving Commitments (and the terms of the Revolving Loans and Other Revolving Loans made pursuant to such Commitments) will be treated substantially the same as one another; provided, however, that (i) the commitment fees, letter of credit fees and other similar fees payable in respect thereof and the interest rates payable in respect of the Loans made pursuant thereto need not be the same, (ii) the maturity date and commitment periods in respect thereof need not be the same, (iii) the Borrower may Refinance all or any portion of any Class of Revolving Commitments or Other Revolving Commitments (and prepay or otherwise Refinance the Loans and other extensions of credit outstanding thereunder) pursuant to Section 6.01(a)(i) without Refinancing any other Class of Revolving Commitments or Other Revolving Commitments (or the Loans and other extensions of credit outstanding thereunder) and (iv) the Administrative Agent may, with the consent of the Borrowing Base Agents (which consent shall not be unreasonably withheld), permit other differences in the terms thereof that would otherwise be permitted by Section 6.01(c) or 9.19 (as applicable), including to address the treatment of Letters of Credit and Swingline Loans to be made available thereunder.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) agrees to make a Tranche D C Term Loan, Loans in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and dollars from time to time (but not more than three times in the aggregate) during the Tranche C Availability Period (collectively, the “Tranche C Term Loans”) to the Borrower or the Additional Borrower on any Funding Date and on or after before the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Liberty Bond Redemption Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding exceed such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time respective Commitment; provided that each such Borrowing on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, date shall be in an aggregate principal amount at any time outstanding that would is (i) not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentless than $100.0 million or (ii) equal to the remaining available balance of the Tranche C Commitments. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower and the Additional Borrower may borrow, pay or prepay and reborrow Revolving borrow Tranche C Term Loans. Amounts paid repaid or prepaid in respect of the Tranche C Term Loans may not be reborrowed. . During the Tranche C Availability Period the Borrowers may borrow up to three times in the aggregate which Borrowings may be comprised of: (a) up to one Tranche C Term Loan drawing per day from the Acquisition Sub-Tranche, the use of proceeds of which are to purchase shares of Liberty in one or more Liberty Equity Acquisitions, to consummate the Refinancing and pay Transaction Costs and (b) Each Lender having an Incremental Revolving Credit Commitment hereby agreeson or before the Liberty Bond Redemption Date (or, severally and if not jointlya Business Day, on the terms and subject immediately preceding Business Day), one Tranche C Term Loan drawing from the Bond Redemption Sub-Tranche to fund the conditions set forth herein and Liberty Bond Redemption in connection with the applicable Incremental Revolving Credit Assumption Agreementexercise by holders of Liberty Bonds of the Liberty Bond Put Option. To the extent that holders of less than 100% of the outstanding Liberty Bonds exercise the Liberty Bond Put Option during the Liberty Bond Put Period or if the Liberty Bond Put Event does not occur during the Liberty Bond Put Period, to make Incremental Revolving Loans to the Borrower, in an Bond Redemption Sub-Tranche shall be reduced (pro rata for each Lender) at the end of the Liberty Bond Put Period by the aggregate principal amount at any time outstanding that will of Liberty Bonds with respect to which the holders thereof have not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within exercised the limits set forth in Liberty Bond Put Option or if the preceding sentence and subject to the terms, conditions and limitations set forth hereinLiberty Bond Put Event has not occurred, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving LoansLiberty Bond Sub-Tranche shall be reduced to zero. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Nasdaq Stock Market Inc)

Commitments. (a) From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make or allow there to be continued and converted Revolving Credit Loans denominated in any Syndicated Currency to the Company and (ii) participate in Facility LCs issued upon the request of the Company, from time to time so long as after giving effect thereto (and to any other Credit Extension to be advanced or continued and to any concurrent repayment of Loans) (i) the U.S. Dollar Equivalent of the Aggregate Outstanding Revolving Credit Exposure of such Lender are equal to or less than its Revolving Credit Commitment, (ii) the U.S. Dollar Equivalent of the Aggregate Outstanding Revolving Credit Exposure of all Lenders does not exceed the Aggregate Revolving Credit Commitments and (iii) the U.S. Dollar Equivalent of the Aggregate Outstanding Credit Exposure of all Lenders does not exceed the Aggregate Commitments. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Credit Loans at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire on the Facility Termination Date (or such earlier date as may be required pursuant to the provisions hereof). The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (b) Subject to the terms and conditions set forth hereinof this Agreement and the applicable Alternate Currency Addendum, each Lender agrees, severally from and not jointly, (i) to make a Tranche D Term Loan, in Dollars, including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Borrower on Facility Termination Date (unless an earlier termination date shall be specified in the Second Restatement Dateapplicable Alternate Currency Addendum), in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender Agent and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, applicable Alternate Currency Lenders severally and not jointlyagree, on the terms and subject to the conditions set forth herein in this Agreement and in the applicable Incremental Revolving Credit Assumption AgreementAlternate Currency Addendum, to make Incremental Revolving Loans or allow there to be continued Alternate Currency Advances under such Alternate Currency Addendum to the Borrowerapplicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender's applicable Alternate Currency Commitment; provided, however, at no time shall (i) the U.S. Dollar Equivalent of the Aggregate Alternate Currency Commitments exceed $25,000,000, (ii) the U.S. Dollar Equivalent of the Alternate Currency Advances for any specific Alternate Currency exceed the aggregate of the Alternate Currency Commitments for that Alternate Currency, (iii) the U.S. Dollar Equivalent of the aggregate outstanding principal amount of the Alternate Currency Loans under any Alternate Currency Facility of any Lender exceed its Alternate Currency Commitment for such Alternate Currency Facility, and (iv) the U.S. Dollar Equivalent of the Aggregate Outstanding Credit Exposure of all Lenders exceed the Aggregate Commitments. Each Alternate Currency Advance shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender's respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Advances at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject prior to the terms, conditions and limitations set forth hereinFacility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Advances shall be paid in full by the applicable Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loansprior to the Facility Termination Date prepayments of the Alternate Currency Advances shall be made by the applicable Borrower if and to the extent required by this Agreement. (c) Each If for any reason any applicable Alternate Currency Lender having fails to make payment to the Agent of any amount due under this Agreement and the applicable Alternate Currency Addendum, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Alternate Currency Lender hereunder until the Agent receives such payment from such Alternate Currency Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Alternate Currency Lender fails to make payment to the Agent of any amount due under this Agreement and the applicable Alternate Currency Addendum, such Alternate Currency Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the applicable Agent, without recourse or warranty, an Incremental Term Loan Commitment hereby agreesundivided interest in and participation in the applicable Alternate Currency Advance in the amount such Alternate Currency Lender was required to pay pursuant to this Agreement and the applicable Alternate Currency Addendum, severally and not jointly, such interest and such participation may be recovered from such Alternate Currency Lender together with interest thereon at the rate per annum equal to the Agent's cost of funds for each day during the period commencing on the terms date of demand by the Agent and ending on the date such obligation is fully satisfied. (d) The Company may, by written notice to the Agent request the establishment of additional Alternate Currency Facilities in additional Alternate Currencies (other than Syndicated Currencies) provided the U.S. Dollar Equivalent of the aggregate amount of all of the Alternate Currency Commitments does not exceed $25,000,000 ("Request for a New Alternate Currency Facility"). The Agent will promptly forward to the Lenders any Request for a New Alternate Currency Facility received from the Company; provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Agent within ten (10) Business Days from the date of such notification by the Agent to such Lender; provided, further that any written consent delivered after the passage of such ten (10) Business Day period shall be effective with respect to such Lender. In the event that at least one Lender consents to such Request for a New Alternate Currency Facility, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the new Alternate Currency Facility shall be established. Upon the establishment of any Alternate Currency Facility under this Section 2.1(d), the relevant Borrower may, at its option and upon ten (10) Business Days prior written notice to the Agent, activate the Alternate Currency Commitments established under such Alternate Currency Facility, which notice shall specify the Alternate Currency Commitment which is being activated, the amount of such activation stated in U.S. Dollars and the requested date of activation. (Such activation notice may be provided to the Agent at the time of the Request for a New Alternate Currency Facility in the event the Borrower desires to activate the Alternate Currency Commitment immediately upon establishment of the Alternate Currency Facility in which case no waiting period shall be operative and only the advance notice period required by Section 2.3(b)(ii) shall be required). Upon activation of such Alternate Currency Commitment of any Alternate Currency Lender, (i) Alternate Currency Loans may be made under such Alternate Currency Facility, (ii) the amount of such Alternate Currency Lender's Revolving Credit Commitment shall be immediately reduced by the amount of such Lender's new Alternate Currency Commitment, (iii) the Aggregate Revolving Credit Commitments shall be immediately reduced by the aggregate amount of such Alternate (a) to all of the Lenders which shall indicate each Lender's Revolving Credit Commitment and, if any, Alternate Currency Commitments, together with such Lender's Pro Rata Share of the Aggregate Commitments and Aggregate Revolving Credit Commitments, which new Schedule 1.1(a) shall automatically supersede any prior Schedule 1.1(a). Alternate Currency Commitments may be reactivated and deactivated from time to time pursuant to this Section 2.1(d). (e) Except as otherwise required by applicable law, in no event shall the Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Advances outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any), except that such Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (f) Immediately and automatically upon the occurrence of a Default under Sections 7.6 or 7.7, (A) each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender's Pro Rata Share of the Aggregate Commitments, (B) immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the U. S. Dollar Equivalent of each such Alternate Currency Loan determined as of the date of such conversion, and (C) each Alternate Currency Lender shall be deemed to have unconditionally and irrevocably purchased from each Lender, without recourse or warranty, an undivided interest in and participation in each Revolving Credit Loan and each LC Obligation ratably in accordance with such Lender's Pro Rata Share of the Aggregate Commitments. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(f), and each of the Alternate Currency Lenders shall pay to the applicable Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Revolving Credit Loans and LC Obligations purchased by such Alternate Currency Lender pursuant to this Section 2.1(f), it being the intent of the Lenders that following such equalization payments, each Lender shall hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure based on its Pro Rata Share of the Aggregate Commitments. In the event that any Lender fails to make payment to any other Lender of any amount due under this Section 2.1(f), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives from such Lender an amount sufficient to discharge such Lender's payment obligation as prescribed in this Section 2.1(f) together with interest thereon at the rate per annum equal to the Agent's cost of funds for each day during the period commencing on the date of demand by the Agent and ending on the date such obligation is fully satisfied. (g) The Company may from time to time elect to increase the Aggregate Commitments so long as, after giving effect thereto, the total amount of the Aggregate Commitments does not exceed $175,000,000. The Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing, electing in its sole discretion, to an increase in its Commitment, an "Increasing Lender"), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an "Augmenting Lender"), to increase their existing Commitments, or extend Commitments, provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Agent and (ii) the Company and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify as necessary to give effect to such increase. Increases and new Commitments created pursuant to this clause (c) shall become effective on the date agreed by the Company, the Agent and the relevant Increasing Lenders and Augmenting Lenders, and the Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Commitments (or in the Commitment of any Increasing Lender or Augmenting Lender), shall become effective under this Section 2.1(g) unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth herein Section 4.2 shall be satisfied and the Agent shall have received a certificate to that effect dated such date and executed by a responsible officer of the Company. On the effective date of any increase in the Aggregate Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Agent such amounts in immediately available funds and in the applicable Incremental Term Loan Assumption Agreementrelevant currency or currencies as the Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make Incremental Term payments to such other relevant Lenders, each Lender's portion of the Aggregate Outstanding Credit Exposure to equal its Pro Rata Share of the Aggregate Outstanding Credit Exposure and (ii) the Company shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the relevant Commitments (with such reborrowing to consist of the BorrowerLoans, with related Interest Periods if applicable, specified in an aggregate principal amount not a notice delivered by the Company in accordance with the requirements of Section 2.3). The deemed payments made pursuant to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid clause (ii) of the immediately preceding sentence in respect of Incremental Term Loans may not each Eurocurrency Loan shall be reborrowedsubject to indemnification by the Company pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. On the effective date of any increase in the Aggregate Commitments, each Augmenting Lender and each Increasing Lender shall be deemed a Lender for purposes of this Agreement. The Agent shall promptly distribute a revised Schedule 1.1(a) to all of the Lenders, which new Schedule 1.1 (a) shall automatically supercede any prior Schedule 1.1(a).

Appears in 1 contract

Sources: Loan Agreement (Kelly Services Inc)

Commitments. (a%3) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Credit Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, Revolving Borrowers in Dollars, at any time and from time to time on or after the Second 2016 Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, hereof and in an aggregate principal amount at any time outstanding that will not result in (x) such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar its Revolving Credit Commitment and or (iiiy) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Aggregate Revolving Credit Exposure exceeding such Lender’s Multicurrency the Total Revolving Credit CommitmentCommitments. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (ca) Each Lender having an Incremental Term Loan Commitment hereby agrees(including a U.S. Term Loan Commitment or a European Term Loan Commitment on the 2016 Restatement Date) or an Other Revolving Credit Commitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borroweror Other Revolving Loans, in an aggregate principal amount not amount, to exceed its the Borrowers and on the terms and conditions set forth in the applicable Incremental Term Loan CommitmentAssumption Agreement. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Reynolds Group Holdings LTD)

Commitments. (a) Each Lender having a Tranche B Term Loan Commitment severally made a loan (a “Tranche B Term Loan”) on the Closing Date to the Company in Dollars in an amount equal to its Tranche B Term Loan Commitment. Amounts repaid in respect of Tranche B Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each U.S. Revolving Lender agrees to make U.S. Revolving Loans to either Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s U.S. Revolving Credit Exposure exceeding such Lender’s U.S. Revolving Commitments or (ii) the total U.S. Revolving Credit Exposures exceeding the sum of the total U.S. Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow U.S. Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Alternative Currency Revolving Lender agrees to make Alternative Currency Revolving Loans to either Borrower in Dollars or Alternative Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s Alternative Currency Revolving Credit Exposure exceeding such Lender’s Alternative Currency Revolving Commitment or (ii) subject to Section 1.12, the Dollar Equivalent of the total Alternative Currency Revolving Credit Exposures exceeding the sum of the total Alternative Currency Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternative Currency Revolving Loans. (d) Subject to the terms and conditions set forth herein, each Lender agrees, having a Restatement Effective Date Tranche B Term Loan Commitment severally and not jointly, (i) agrees to make a Tranche D B Term Loan, in Dollars, Loan on the Restatement Effective Date to the Borrower on Company in Dollars by making immediately available funds to the Second Administrative Agent’s account not later than the time specified by the Administrative Agent, which Tranche B Term Loans shall not in the aggregate exceed for any such Lender the Restatement Date, in a principal amount not to exceed its Effective Date Tranche D B Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid repaid in respect of Tranche B Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, . The Tranche B Term Loans made pursuant to the Restatement Effective Date Tranche B Term Loan Commitments shall initially be in the form of a pro rata increase in each Borrowing of Tranche B Term Loans outstanding on the terms and subject Restatement Effective Date (immediately prior to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, giving effect to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loansborrowing under this Section 2.01(d)). (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Dole Food Co Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agreesLender, severally and not jointly, (i) agrees to make a Tranche D Term LoanRevolving Loans, denominated in Dollarsdollars, to the any Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after during the Second Restatement Date, and until Availability Period for the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Facility Commitments in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Facility Commitment or (ii) the sum of the total Revolving Credit Commitment Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (b) Subject to the terms and (iii) conditions set forth herein, each Designated Currency Lender agrees to make Multicurrency Revolving Loans denominated in any Designated Currency to the Borrower, in Dollars or any Alternative Currency, at any time and Borrower from time to time on or after during the Second Restatement Date, and until Availability Period for the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Designated Currency Commitments in an aggregate principal amount at that, after giving effect to any time outstanding that would 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 Revolving Credit Lender’s Multicurrency 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 Multicurrency Facility Commitment or (iv) the sum of the total Revolving Credit Commitment. Within Exposures plus the limits set forth in total Competitive Loan Exposures exceeding the preceding sentence and subject total Facility Commitments. (c) Subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each each Yen Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Loans denominated in Yen to any Borrower from time to time during the Borrower, Availability Period for the Yen Commitments in an aggregate principal amount at that, after giving effect to any time outstanding that 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 Incremental 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 Incremental Facility Commitment or (iv) the sum of the total Revolving Credit Commitment. Exposures plus the total Competitive Loan Exposures exceeding the total Facility Commitments. (d) Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Moodys Corp /De/)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement DateClosing Date or, in the case of the First Amendment Incremental Term Loans, on the First Amendment Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Agreement. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: First Amendment to the First Lien Credit Agreement (Waystar Holding Corp.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Credit Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, Revolving Borrowers in Dollars, at any time and from time to time on or after the Second 2016 Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, hereof and in an aggregate principal amount at any time outstanding that will not result in (x) such Revolving Credit LenderL▇▇▇▇▇’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar its Revolving Credit Commitment and or (iiiy) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Aggregate Revolving Credit Exposure exceeding such Lender’s Multicurrency the Total Revolving Credit CommitmentCommitments. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Term Loan Commitment (including a U.S. Term Loan Commitment or a European Term Loan Commitment on the 2016 Restatement Date) or an Other Revolving Credit Commitment hereby agreesCommitment, severally and not jointly, on hereby agrees, subject to the terms and subject to conditions and relying upon the conditions representations and warranties set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borroweror Other Revolving Loans, in an aggregate principal amount not amount, to exceed its the Borrowers and on the terms and conditions set forth in the applicable Incremental Term Loan CommitmentAssumption Agreement. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, each Revolving Loan Borrower in Dollarsdollars, at any time and from time to time on or after the Second Restatement Datedate hereof, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding for all Revolving Loan Borrowers that will not result in such Revolving Credit Lender’s Dollar Revolving 's Credit Exposure exceeding such Lender’s Dollar 's Revolving Credit Commitment Commitment. (i) Subject to the terms and (iii) conditions and relying upon the representations and warranties herein set forth, and subject to the limitations set forth below with respect to the maximum amount of Thai Facility Loans permitted to be outstanding from time to time, the Thai Facilities Lender agrees to make Multicurrency Revolving Thai Facility Loans to the Borrower, Thai Borrower in Dollars or any Alternative Currency, dollars at any time and from time to time on or after the Second Restatement Date, date hereof and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Thai Facility Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would will not result in such Revolving Credit any Lender’s Multicurrency Revolving 's Credit Exposure exceeding such Lender’s Multicurrency 's Revolving Credit Commitment. Within Thai Facility Loans may be made notwithstanding the limits fact that such Thai Facility Loans, when aggregated with the Thai Facilities Lender's outstanding Revolving Loans, L/C Exposure, Thai Offered Rate Facility Exposure, HK Offered Rate Facility Exposure and Thai Facility Exposure, may exceed the Thai Facilities Lender's Applicable Percentage of the aggregate Credit Exposures. (ii) Upon the occurrence of (x) any Event of Default resulting from a default in the payment of any principal of or interest on any Thai Facility Loan, (y) any Event of Default resulting from a default under subparagraph (h) or (i) of Article VII hereof or (z) any action taken pursuant to clause (ii) of such Article VII (any such occurrence, a "Thai Facility Participations Event"), then the Thai Facilities Lender may at any time, on one Business Day's notice, require each Lender, including the Thai Facilities Lender, and each Lender hereby agrees, subject to the provisions of this Section 2.01(b), to purchase a participation in the Thai Facility Loans in an amount equal to such Lender's Applicable Percentage of the principal of and interest accrued but unpaid on the outstanding Thai Facility Loans. In the event any Lender fails to make available to the Thai Facilities Lender the amount of such Lender's participation, the Thai Facilities Lender shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Thai Facilities Lender for correction of errors among banks in Bangkok, Thailand for one Business Day and thereafter a rate equal to the Adjusted LIBO Rate plus 2.25%. (iii) Each Lender acknowledges and agrees that its obligation to acquire participations in respect of Thai Facility Loans in accordance with this Section 2.01(b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Thai Facilities Lender, the Thai Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default or the termination of the Revolving Credit Commitments or the Thai Facility Commitments; (C) any adverse change in the condition (financial or otherwise) of IMS or any of the Subsidiaries; (D) any breach of this Agreement by IMS, any Borrower or any Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) A copy of each notice given by the Thai Facilities Lender pursuant to this Section 2.01(b) shall be promptly delivered by the Thai Facilities Lender to the Administrative Agent and the Thai Borrower. (v) Notwithstanding anything herein to the contrary, the Thai Facilities Lender shall not make any Thai Facility Loan at any time the Thai Facilities Lender is aware that the conditions to the making of such Thai Facility Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with this Agreement. (i) Subject to the preceding sentence terms and conditions and relying upon the representations and warranties herein set forth, and subject to the terms, conditions and limitations set forth hereinbelow with respect to the maximum amount of Thai Offered Rate Loans permitted to be outstanding from time to time, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Thai Facilities Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Thai Offered Rate Loans to the BorrowerThai Borrower in dollars at any time and from time to time on or after the date hereof and until the earlier of the Maturity Date and the termination of the Thai Offered Rate Facility Commitment in accordance with the terms hereof, in an aggregate principal amount at any time outstanding (A) not in excess of $2,000,000 and (B) that will not result in such any Lender’s Incremental Revolving 's Credit Exposure exceeding such Lender’s Incremental 's Revolving Credit Commitment. Within Thai Offered Rate Loans may be made notwithstanding the limits fact that such Thai Offered Rate Loans, when aggregated with the Thai Facilities Lender's outstanding Revolving Loans, Thai Facility Loans, L/C Exposure, HK Offered Rate Facility Exposure and Thai Offered Rate Facility Exposure, may exceed the Thai Facilities Lender's Applicable Percentage of the aggregate Credit Exposures. (ii) Upon the occurrence of (x) any Event of Default resulting from a default in the payment of any principal of or interest on any Thai Offered Rate Loan, (y) any Event of Default resulting from a default under subparagraph (h) or (i) of Article VII hereof or (z) any action taken pursuant to clause (ii) of such Article VII (any such occurrence, a "Thai Offered Rate Facility Participations Event"), then the Thai Facilities Lender may at any time, on one Business Day's notice, require each Lender, including the Thai Facilities Lender, and each Lender hereby agrees, subject to the provisions of this Section 2.01(c), to purchase a participation in the Thai Offered Rate Loans in an amount equal to such Lender's Applicable Percentage of the principal of and interest accrued but unpaid on the outstanding Thai Offered Rate Loans. In the event any Lender fails to make available to the Thai Facilities Lender the amount of such Lender's participation, the Thai Facilities Lender shall be entitled to recover such amount on demand from such Lender together with interest (A) at the customary rate set by the Thai Facilities Lender for correction of errors among banks in Bangkok, Thailand for one Business Day, (B) at a rate equal to the Thai Offered Rate plus 2.25% for two Business Days thereafter and (C) thereafter at a rate equal to the Adjusted LIBO Rate plus 2.25%, provided that on the third Business Day following the delivery of such notice each Thai Offered Rate Borrowing shall be converted into a Eurodollar Borrowing with an applicable Interest Period of one month. (iii) Each Lender acknowledges and agrees that its obligation to acquire participations in respect of Thai Offered Rate Loans in accordance with this Section 2.01(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Thai Facilities Lender, the Thai Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default or the termination of the Revolving Credit Commitments or the Thai Offered Rate Facility Commitments; (C) any adverse change in the condition (financial or otherwise) of IMS or any of the Subsidiaries; (D) any breach of this Agreement by IMS, any Borrower or any Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) A copy of each notice given by the Thai Facilities Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Thai Facilities Lender to the Administrative Agent and the Thai Borrower. (v) Notwithstanding anything herein to the contrary, the Thai Facilities Lender shall not make any Thai Offered Rate Loan at any time the Thai Facilities Lender is aware that the conditions to the making of such Thai Offered Rate Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with this Agreement. (vi) The Thai Borrower shall give the preceding sentence Thai Facilities Lender telephonic, written or telecopy notice (in the case of telephonic notice, such notice to be promptly confirmed in writing or by telecopy) not later than 10:00 a.m., Bangkok time, on the day of a proposed Thai Offered Rate Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable, shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and the amount of such Thai Offered Rate Loan and the account of the Thai Borrower maintained by the Thai Facilities Lender to which such Borrowing is to be credited and the day (which shall be on or prior to the Maturity Date) on which the Thai Borrower will repay such Thai Offered Rate Loan (with respect to such Thai Offered Rate Loan, the "Thai Offered Rate Loan Payment Date"). The Thai Facilities Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the Thai Borrower pursuant to this paragraph. (i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, and subject to the terms, conditions and limitations set forth hereinbelow with respect to the maximum amount of HK Offered Rate Loans permitted to be outstanding from time to time, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each HK Facility Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, agrees to make Incremental Term HK Offered Rate Loans to the BorrowerHK Borrower in dollars at any time and from time to time on or after the date hereof and until the earlier of the Maturity Date and the termination of the HK Offered Rate Facility Commitment in accordance with the terms hereof, in an aggregate principal amount at any time outstanding (A) not to exceed its Incremental Term Loan in excess of $2,000,000 and (B) that will not result in any Lender's Credit Exposure exceeding such Lender's Revolving Credit Commitment. Amounts paid HK Offered Rate Loans may be made notwithstanding the fact that such HK Offered Rate Loans, when aggregated with the HK Facility Lender's outstanding Revolving Loans, L/C Exposure, Thai Offered Rate Facility Exposure and HK Offered Rate Facility Exposure, may exceed the HK Facility Lender's Applicable Percentage of the aggregate Credit Exposures. (ii) Upon the occurrence of (x) any Event of Default resulting from a default in the payment of any principal of or prepaid interest on any HK Offered Rate Loan, (y) any Event of Default resulting from a default under subparagraph (h) or (i) of Article VII hereof or (z) any action taken pursuant to clause (ii) of such Article VII (any such occurrence, a "HK Offered Rate Facility Participations Event"), then the HK Facility Lender may at any time, on one Business Day's notice, require each Lender, including the HK Facility Lender, and each Lender hereby agrees, subject to the provisions of this Section 2.01(d), to purchase a participation in the HK Offered Rate Loans in an amount equal to such Lender's Applicable Percentage of the principal of and interest accrued but unpaid on the outstanding HK Offered Rate Loans. In the event any Lender fails to make available to the HK Facility Lender the amount of such Lender's participation, the HK Facility Lender shall be entitled to recover such amount on demand from such Lender together with interest (A) at the customary rate set by the HK Facility Lender for correction of errors among banks in Hong Kong for one Business Day, (B) at a rate equal to the HK Offered Rate plus 2.25% for two Business Days thereafter and (C) thereafter at a rate equal to the Adjusted LIBO Rate plus 2.25%, provided that on the third Business Day following the delivery of such notice each HK Offered Rate Borrowing shall be converted into a Eurodollar Borrowing with an applicable Interest Period of one month. (iii) Each Lender acknowledges and agrees that its obligation to acquire participations in respect of Incremental Term HK Offered Rate Loans may in accordance with this Section 2.01(d) is absolute and unconditional and shall not be reborrowedaffected by any circumstance whatsoever, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the HK Facility Lender, the HK Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default or the termination of the Revolving Credit Commitments or the HK Offered Rate Facility Commitments; (C) any adverse change in the condition (financial or otherwise) of IMS or any of the Subsidiaries; (D) any breach of this Agreement by IMS, any Subsidiary or any Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) A copy of each notice given by the HK Facility Lender pursuant to this Section 2.01(d) shall be promptly delivered by the HK Facility Lender to the Administrative Agent and the HK Borrower. (v) Notwithstanding anything herein to the contrary, the HK Facility Lender shall not make any HK Offered Rate Loan at any time the HK Facility Lender is aware that the conditions to the making of such HK Offered Rate Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with this Agreement. (vi) The HK Borrower shall give the HK Facility Lender telephonic, written or telecopy notice (in the case of telephonic notice, such notice to be promptly confirmed in writing or by telecopy) not later than 10:00 a.m., Hong Kong time, on the day of a proposed HK Offered Rate Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable, shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and the amount of such HK Offered Rate Loan and the account of the HK Borrower maintained by the HK Facility Lender to which such Borrowing is to be credited and the day (which shall be on or prior to the Maturity Date) on which the HK Borrower will repay such HK Offered Rate Loan (with respect to such HK Offered Rate Loan, the "HK Offered Rate Loan Payment Date"). The HK Facility Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the HK Borrower pursuant to this paragraph.

Appears in 1 contract

Sources: Credit Agreement (International Manufacturing Services Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) agrees to make Dollar Tranche Revolving Loans to the Borrower, Borrower in Dollars, at any time and Dollars from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Commitment Exposures exceeding the aggregate Dollar Tranche Commitments and (iiib) each Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrower, Borrower in Dollars or any Alternative Currency, at any time and Agreed Currencies from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that would will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit CommitmentExposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Dollar Tranche Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Multicurrency Tranche Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Apollo Group Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (a) each Dollar Tranche Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) agrees to make Dollar Tranche Revolving Loans to the Borrower, Borrowers in Dollars, at any time and Dollars from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Commitment and Exposures exceeding the aggregate Dollar Tranche Commitments, (iiib) each Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving Loans to the Borrower, Borrowers in Dollars or any Alternative Currency, at any time and Agreed Currencies from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that would will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Revolving Credit Lender’s Multicurrency Tranche Revolving Credit Exposure exceeding such Lender’s Multicurrency Tranche Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit CommitmentExposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit and (c) each Term Lender with a Term Loan Commitment agrees to make a Term Loan to the Company in Dollars on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Dollar Tranche Revolving Loans and Multicurrency Tranche Revolving Loans. Amounts paid repaid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (LKQ Corp)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) US Dollar Tranche Revolving Lender agrees to make a US Dollar Tranche D Term Loan, Revolving Loans denominated in Dollars, US Dollars to the Company, LOHLP, MFE and any Additional Borrower on the Second Restatement Date, borrowing in a principal amount not to exceed its Tranche D Term Loan CommitmentUS Dollars, (ii) Multicurrency Tranche Revolving Lender agrees to make Dollar Multicurrency Tranche Revolving Loans denominated in US Dollars to the Company, LOHLP, MFE and any Additional Borrower borrowing in US Dollars, (iii) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Canadian Dollars to BBWC, (iv) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Pounds Sterling to VSUK, (v) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Hong Kong Dollars to LBFA, (vi) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Euros to LOHLP and VSUK, (vii) 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 (viii) 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, at any time and ) in each case from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at that (after giving effect to the making of such Revolving Loans and any time outstanding that other Loans being 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Commitment, (B) the sum of the total Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to Exposures plus the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at 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 Hong Kong Dollars exceeding HKD400,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (H) 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 Euros exceeding €50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (I) 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 time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure other Permitted Foreign Currency exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits amount set forth in the preceding sentence applicable effective Additional Currency Agreement or such greater amount resulting from an increase pursuant to Section 2.08(d), (J) 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 (K) 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. (b) Within the foregoing limits and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

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

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Standby Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with Lender. (b) Subject to the terms hereofand conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, in an aggregate principal amount at any time outstanding that will each Local Currency Lender agrees, severally and not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) jointly, to make Multicurrency Revolving Local Currency Loans to the Borrower, in Dollars or any Alternative Currency, applicable Borrowers at any time and from time to time on or and after the Second Restatement Date, execution of the applicable Local Currency Addendum and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Commitment (or the commitment under such Local Currency Addendum) of such Local Currency Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event may Standby Loans or Local Currency Loans be borrowed under this Article II or any Local Currency Addendum if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect; (ii) the Standby Credit Exposure of any Lender (and the Affiliates of such Lender in accordance with that are Local Currency Lenders) would exceed such Lender’s Commitment; or (iii) the terms hereof, in an Dollar Equivalent of the aggregate principal amount at of outstanding Local Currency Loans under any time outstanding that Local Currency Addendum would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentexceed the applicable Local Currency Facility Maximum Borrowing Amount. Within the limits set forth in foregoing limits, the preceding sentence Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local Currency Loans hereunder, prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)

Commitments. (a) Subject to On the terms and subject to the conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, : (ia) to make a Tranche D Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in a an aggregate principal amount up to but not to exceed its Tranche D exceeding the Funded Term Loan Commitment, Commitment set forth opposite such Lender's name on Schedule 2.01; (iib) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, Closing Date and until prior to the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will up to but not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar 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 (iiiB) 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 Multicurrency Revolving Acquisition Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, Closing Date and until the earlier of the Revolving Credit Maturity Date with respect prior to the Multicurrency Revolving Credit Acquisition Loan Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender Termination Date in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would up to but not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding the Acquisition Loan Commitment set forth opposite such Lender’s Multicurrency Revolving Credit Commitment'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 and subject to the terms, conditions and limitations set forth hereinsentence, the Borrower may borrow, pay or prepay and reborrow Revolving LoansLoans 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, on the terms and subject to the conditions and limitations set forth herein. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term the Acquisition Loans after the Acquisition Loan Commitment Termination Date may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Foodbrands America Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Closing Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, and (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Closing Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar 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 Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid prepaid or prepaid repaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Credit Agreement (Transdigm Inc)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Standby Loans to the Borrower, in DollarsBorrowers, at any time and from time to time on or and after the Second Restatement Date, Effective Date and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with Lender. (b) Subject to the terms hereofand conditions and relying upon the representations and warranties set forth herein and in the applicable Local Currency Addendum, in an aggregate principal amount at any time outstanding that will each Local Currency Lender agrees, severally and not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) jointly, to make Multicurrency Revolving Local Currency Loans to the Borrower, in Dollars or any Alternative Currency, applicable Borrowers at any time and from time to time on or and after the Second Restatement Date, execution of the applicable Local Currency Addendum and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Commitment (or the commitment under such Local Currency Addendum) of such Local Currency Lender. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event may Standby Loans or Local Currency Loans be borrowed under this Article II or any Local Currency Addendum if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the sum of the aggregate Standby Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect; (ii) the Standby Credit Exposure of any Lender (and the Affiliates of such Lender in accordance with that are Local Currency Lenders) would exceed such Lender’s Commitment; (iii) the terms hereof, in an portion of the aggregate Standby Credit Exposures (excluding LC Exposures) and the aggregate Competitive Loan Exposures attributable to Borrowings by Hartford Life would exceed $250,000,000 or (iv) the Dollar Equivalent of the aggregate principal amount at of outstanding Local Currency Loans under any time outstanding that Local Currency Addendum would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmentexceed the applicable Local Currency Facility Maximum Borrowing Amount. Within the limits set forth in foregoing limits, the preceding sentence Borrowers may borrow, pay or prepay and reborrow Standby Loans and Local 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, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Life Inc)

Commitments. (a) Subject to the terms and conditions set forth herein, (i) each Initial Term Lender agreesseverally, severally and not jointly, (i) agrees to make a Tranche D Initial Term Loan, in Dollars, Loans to the Borrower on the Second Restatement Date, Closing Date in Dollars in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans to the Borrower, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date with respect to and the Dollar termination of the Initial Revolving Credit Commitment of such Lender and the termination of the Dollar Initial Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that, in an aggregate principal amount at after giving effect to any time outstanding that will not result in Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Credit Lender’s Dollar Initial Revolving Credit Exposure exceeding shall not exceed such Initial Revolving Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Initial Revolving Credit Commitment. Within the foregoing limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed. (b) Each Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, each Lender having with an Incremental Revolving Credit Additional Commitment hereby agreesof a given Class, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, agrees to make Incremental Revolving Additional Loans of such Class to the Borrower, in an aggregate principal amount which Loans shall not exceed for any such Lender at the time of any time outstanding that will not result in incurrence thereof the Additional Commitment of such Lender’s Incremental Revolving Credit Exposure exceeding Class of such Lender’s Incremental Revolving Credit Commitment. Within the limits Lender as set forth in the preceding sentence and subject to the termsapplicable Refinancing Amendment, conditions and limitations set forth herein, the Borrower may borrow, pay Extension Amendment or prepay and reborrow Incremental Revolving LoansFacility Amendment. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Shift4 Payments, Inc.)

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, each Lender agrees, severally and not jointly, subject to the Final Bankruptcy Court Order: (i) each Lender with a Revolving Credit Commitment severally agrees to make a Tranche D Term Loan, in Dollars, to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving Loans to the Borrower, in Dollars, Borrowers at any time and from time to time on or after from the Second Restatement Effective Date to the Final Maturity Date, and or until the earlier reduction of the Revolving Credit Maturity Date with respect to the Dollar its Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding to exceed the amount of such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency 's Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.; and (bii) Each each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each Lender having an Incremental with a Term Loan Commitment hereby agrees, severally and not jointly, agrees to make a Term Loan to the Borrowers on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerEffective Date, in an aggregate principal amount not to exceed its Incremental the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower of (i) the difference between (A) the Total Revolving Credit Commitment and (B) the aggregate Letter of Credit Obligations and (ii) the difference between (A) the then current Borrowing Base and (B) 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 Borrowers may borrow, repay and reborrow 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. (c) Notwithstanding the foregoing, the aggregate principal amount of the Term Loans made on the Effective Date shall not exceed the Total Term Loan Commitment. Amounts paid Any principal amount of a Term Loan which is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Financing Agreement (LTV Corp)

Commitments. (a) Subject to the terms and conditions set forth herein: (a) On the Restatement Effective Date, the “Term A Loans” (under and as defined in the Original Credit Agreement) of each Term A Lender shall continue hereunder and are deemed to be Term A Loans; (b) each Lender agrees, severally and not jointly, (i) with a Term A-1 Loan Commitment on the Restatement Effective Date is deemed to make a Tranche D Term Loan, A-1 Loan denominated in Dollars, Dollars to the Borrower Borrowers on the Second Restatement Date, Effective Date in a principal amount not equal to exceed its Tranche D Term A-1 Loan Commitment, ; (iic) each Lender with a Deferred Term A Loan Commitment on the Restatement Effective Date is deemed to make Dollar Revolving Loans a Deferred Term A Loan denominated in Dollars to the Borrower, Borrowers on the Restatement Effective Date in Dollars, at any time and a principal amount equal to its Deferred Term A Loan Commitment; (d) each Lender agrees to make Revolving Facility Loans denominated in Dollars of a Class to the Borrowers from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar Revolving Facility Credit Exposure of such Class exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date with respect to the Multicurrency Revolving Credit Facility Commitment of such Lender and Class or (ii) the termination of the Multicurrency Revolving Facility Credit Commitment Exposure of such Lender in accordance with Class exceeding the terms hereof, in an aggregate principal amount at any time outstanding that would not result in total Revolving Facility Commitments of such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit CommitmentClass. Within the foregoing limits set forth in the preceding sentence and subject to the terms, terms and conditions and limitations set forth herein, the Borrower Borrowers may borrow, pay or prepay and reborrow amounts under the Revolving Facility Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.; and (be) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving Loans. (c) Each each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on subject to the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans denominated in Dollars to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

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

Commitments. (a) Subject to Each Tranche A Incremental Facility Revolving Credit Lender severally agrees, on the terms and conditions set forth hereinof the Amendment and Restatement and this Incremental Facility Agreement, each Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, loans to the Borrower on Borrowers in Dollars during the Second Restatement Date, in a principal amount period from and including the Tranche A Incremental Revolving Facility Effective Date to but not to exceed its including the Tranche D Term Loan Commitment, (ii) to make Dollar A Incremental Revolving Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Facility Termination Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any one time outstanding that will up to but not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding such Lender’s Dollar Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after the Second Restatement Date, and until the earlier amount of the Revolving Credit Maturity Date with respect to the Multicurrency Tranche A Incremental Facility Revolving Credit Commitment of such Lender and as in effect from time to time, provided that in no event shall the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that would not result in such of all Tranche A Incremental Facility Revolving Credit Lender’s Multicurrency Loans, together with the aggregate amount of all Letter of Credit Liabilities in respect of Tranche A Incremental Facility Letters of Credit, exceed the aggregate amount of the Tranche A Incremental Facility Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit CommitmentCommitments as in effect from time to time. Within the limits set forth in the preceding sentence and subject Subject to the termsterms and conditions of the Amendment and Restatement, conditions and limitations set forth herein, during such period the Borrower Borrowers may borrow, pay or prepay repay and reborrow Revolving Loans. Amounts paid or prepaid in respect the amount of Term Loans may not be reborrowed. (b) Each Lender having an the Tranche A Incremental Facility Revolving Credit Commitment hereby agrees, severally Commitments by means of Base Rate Loans and not jointly, on the terms Eurodollar Loans and subject to the conditions set forth herein and in the applicable may Convert Tranche A Incremental Facility Revolving Credit Assumption Agreement, to make Loans of one Type into Tranche A Incremental Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Facility Revolving Credit Exposure exceeding such Lender’s Loans of another Type (as provided in Section 2.09 of the Amendment and Restatement) or Continue Tranche A Incremental Facility Revolving Credit CommitmentLoans of one Type as Revolving Credit Loans of the same Type (as provided in Section 2.09 of the Amendment and Restatement). Within Proceeds of Tranche A Incremental Facility Revolving Credit Loans shall be available for any use permitted under Section 8.17(a) of the limits set forth in the preceding sentence Amendment and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Revolving LoansRestatement. (c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Sources: Incremental Facility Agreement (Mediacom Broadband Corp)