Common use of Commitment to Lend Syndicated Loans Clause in Contracts

Commitment to Lend Syndicated Loans. Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders severally agrees from time to time during the Revolver Period to make Syndicated Loans to the Borrower in Dollars or in one or more Alternative Currencies and in such amounts as are requested by the Borrower, provided, that the sum of the aggregate principal amount of Syndicated Loans made by each Lender (after giving effect to all amounts requested) shall not at any time exceed such Lender’s Commitment Amount (without regard to any Competitive Bid Loans of such Lender outstanding at such time), and provided, further, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender shall equal such Lender’s Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given in accordance with §2.2 hereof. Each request for a Syndicated Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§9 and 10 hereof, in the case of the initial Syndicated Loans to be made on the Closing Date, and §10 hereof, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request.

Commitment to Lend Syndicated Loans. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Company and/or Hasbro SA, and the Company and/or Hasbro SA may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Effective Date and the Final Maturity Date upon notice by the Company and/or Hasbro SA, as the case may be, to the Borrower Agent given in Dollars or accordance with 2.4 hereof, such sums, in one or more Alternative Currencies and in such amounts Dollars, as are requested by the Borrower, provided, that such Person ("Syndicated Loans") up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment (as such Commitment has been deemed to be reduced by such Bank's Commitment Percentage of outstanding Competitive Bid Loans) minus such Bank's Commitment Percentage of the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the Utilization shall not at any time exceed the Total Commitment; and provided, further, that (in the case of any such requested Syndicated Loan that is a Hasbro SA Loan) the outstanding principal amount of Syndicated the Hasbro SA Loans made by each Lender (after giving effect to all amounts requested) shall not at any time exceed such Lender’s Commitment Amount (without regard to any Competitive Bid Loans of such Lender outstanding at such time), and provided, further, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Hasbro SA Sublimit. The Syndicated Loans shall be made by each Lender shall equal such Lender’s Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request for a Syndicated Loan Loans hereunder shall constitute a representation and warranty by the Borrower Company or Hasbro SA, as the case may be, that the applicable conditions set forth in §§9 12 and 10 hereof13, in the case of the initial Syndicated Loans to be made converted into Syndicated Loans hereunder on the Closing Effective Date, and §10 hereof13, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request. Each Base Rate Loan and Eurocurrency Rate Loan shall mature and become due and payable on the last day of the Interest Period relating thereto and shall be payable in the currency in which such Loan was made. Each Base Rate Loan shall be denominated in Dollars. Each Eurocurrency Rate Loan shall be denominated in Dollars. (b) After any prepayment and at maturity of the Syndicated Loans pursuant to 2.1(a) above, the Company and/or Hasbro SA, as applicable, shall be entitled to reborrow any or all of the principal amount of such Syndicated Loan, subject to all of the applicable conditions precedent set forth in 13. Each Bank's Commitment shall terminate, all Syndicated Loans shall become finally due and payable and the Company promises to pay or, solely in the case of Hasbro SA Loans, Hasbro SA promises to pay, on the Final Maturity Date all Syndicated Loans outstanding on the Final Maturity Date. (c) The respective amount of each Bank's Commitment and its Commitment Percentage shall be as set forth on Schedule 1 hereto, subject to reduction in accordance with 2.3 and 2.11. (d) Each Bank represents and warrants that it will use its best efforts to ensure that the funding of its Loans is not made directly out of the assets of any "employee benefit plan" or of any "separate account" in which any "employee benefit plan" has any interest other than a "government plan" (each such term being Page 33 used herein as defined in Section 3 of ERISA).

Commitment to Lend Syndicated Loans. Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees from time to time during the Revolver Period to make Syndicated Loans to the Borrower in Dollars or in one or more Alternative Currencies and in such amounts as are requested by the Borrower, providedPROVIDED, that the sum of the aggregate principal amount of Syndicated Loans made by each Lender Bank (after giving effect to all amounts requested) shall not at any time exceed such Lender’s Bank's Commitment Amount (without regard to any Competitive Bid Loans of such Lender Bank outstanding at such time), and providedPROVIDED, furtherFURTHER, that (ai) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus (iiA) the outstanding aggregate principal amount of all Syndicated Loans made by all Banks PLUS (B) the outstanding aggregate principal amount of Swing Line Loans, plus Loans PLUS (iiiC) the Maximum Drawing Amount, plus Amount PLUS (ivD) all Unpaid Reimbursement Obligations, plus Obligations PLUS (vE) the outstanding aggregate principal amount of all Competitive Bid Loans made by all Banks exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus and (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender Bank shall equal such Lender’s Bank's Commitment Percentage of the outstanding aggregate principal amount of all Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given in accordance with §2.2 ss.2.2 hereof. Each request for a Syndicated Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§9 ss.ss.9 and 10 hereof, in the case of the initial Syndicated Loans to be made on the Closing Date, and §10 ss.10 hereof, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request.

Commitment to Lend Syndicated Loans. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Company and/or Hasbro SA, and the Company and/or Hasbro SA may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Effective Date and the Final Maturity Date upon notice by the Company and/or Hasbro SA, as the case may be, to the Borrower Agent given in accordance with section 2.4 hereof, such sums in Dollars or and/or, at the Company's and/or Hasbro SA's option from time to time, subject to section 2.12 hereof, in one or more Alternative Currencies and in such amounts an Optional Currency as are requested by the Borrower, provided, that the sum of the such Person ("Syndicated Loans") up to a maximum aggregate principal amount of Syndicated Loans made by each Lender outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment (as such Commitment has been deemed to be reduced by such Bank's Commitment Percentage of outstanding Competitive Bid Loans) minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the Utilization shall not at any time exceed such Lender’s Commitment Amount (without regard to any Competitive Bid Loans of such Lender outstanding at such time), and provided, further, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all . The Syndicated Loans shall be made by each Lender shall equal such Lender’s Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request for a Syndicated Loan Loans hereunder shall constitute a representation and warranty by the Borrower Company or Hasbro SA, as the case may be, that the applicable conditions set forth in §§9 sections 12 and 10 hereof13, in the case of the initial Syndicated Loans to be made converted into Syndicated Loans hereunder on the Closing Effective Date, and §10 hereofsection 13, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request. Each Base Rate Loan and Eurocurrency Rate Loan shall mature and become due and payable on the last day of the Interest Period relating thereto and shall be payable in the currency in which such Loan was made. (b) After any prepayment and at maturity of the Syndicated Loans pursuant to section 2.1(a) above, the Company and/or Hasbro SA, as applicable, shall be entitled to reborrow any or all of the principal amount of such Syndicated Loan, subject to all of the applicable conditions precedent set forth in section 13. Each Bank's Commitment shall terminate, all Syndicated Loans shall become finally due and payable and the Company promises to pay or, solely in the case of Hasbro SA Loans, Hasbro SA promises to pay, on the Final Maturity Date all Syndicated Loans outstanding on the Final Maturity Date. (c) The respective amount of each Bank's Commitment and its Commitment Percentage shall be as set forth on Schedule 1 hereto, subject to reduction in accordance with section 2.3 and section 2.11. (d) Each Bank represents and warrants that it will use its best efforts to ensure that the funding of its Loans is not made directly out of the assets of any "employee benefit plan" or of any "separate account" in which any "employee benefit plan" has any interest other than a "government plan" (each such term being used herein as defined in Section 3 of ERISA).

Commitment to Lend Syndicated Loans. Subject to the terms and ----------------------------------- conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Borrower Agent given in Dollars or in one or more Alternative Currencies accordance with (S)2.2, such sums ("Syndicated Loans" and in such amounts expressly excluding any Competitive Bid Loan) as are requested by the Borrower, provided, that the sum of the Borrower up to a maximum aggregate principal amount of Syndicated Loans made by each Lender outstanding (after giving effect to all amounts requested) shall not at any one time exceed equal to such Lender’s Bank's Commitment Amount (without regard to any Competitive Bid Loans of such Lender Bank outstanding at such time), and provided, further, provided that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent sum of the -------- outstanding amount of the Syndicated Loans, Loans (after giving effect to all amounts requested) plus the outstanding aggregate principal amount of all Competitive ---- Bid Loans made by all Banks shall not at any time exceed the Total Commitment and (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender Bank shall equal such Lender’s Bank's Commitment Percentage of the outstanding aggregate principal amount of all Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow The Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given shall be made pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request --- ---- for a Syndicated Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§9 (S)9 and 10 hereof(S)10, in the case of the initial Syndicated Loans to be made on the Closing Date, and §10 hereof(S)10, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request.

Commitment to Lend Syndicated Loans. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees from time to time during the Revolver Period lend to make Syndicated Loans to the Borrower in Dollars or in one or more Alternative Currencies and in such amounts as are requested by the Borrower, provided, that the sum of the aggregate principal amount of Syndicated Loans made by each Lender (after giving effect to all amounts requested) shall not at any time exceed such Lender’s Commitment Amount (without regard to any Competitive Bid Loans of such Lender outstanding at such time), and provided, further, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender shall equal such Lender’s Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay repay, and reborrow Syndicated Loans from time to time during between the Revolver Period date of this Agreement and the Termination Date, upon notice by the Borrower to the Administrative Agent given in accordance with §2.2 Section 2.8 hereof, such Syndicated Loans as are requested by the Borrower, up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Commitment. At no time shall the aggregate outstanding amount of Syndicated Loans hereunder exceed the Total Commitment minus the aggregate outstanding amount of Competitive Bid Loans. Syndicated Loans may, at the Borrower’s election in accordance with Section 2.8, bear interest based on the Alternate Base Rate or the Eurodollar Rate, and shall be made in minimum aggregate amounts (i) with respect to Alternate Base Rate Loans, of $5,000,000 or a greater integral multiple of $1,000,000 and (ii) with respect to Eurodollar Loans, of $10,000,000 or a greater integral multiple of $1,000,000. The Syndicated Loans shall be made pro rata in accordance with each Bank’s Commitment Percentage. The Borrower shall be obligated to repay, and the Borrower hereby absolutely and unconditionally promises to repay, all amounts borrowed by it hereunder, all interest thereon and all fees and other amounts payable by it in respect thereof. Each request for a Syndicated Loan Loans hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§9 and 10 hereof, in the case of the initial Syndicated Loans to be made on the Closing Date, and §10 hereof, in the case of all other Syndicated Loans, shall Section 7 hereof have been satisfied on the date of such request. Each Syndicated Loan shall mature and become due and payable on the last day of the Interest Period relating thereto. No more than 10 Syndicated Loans may be outstanding hereunder at any one time. (b) Subject to the terms and conditions set forth in this Agreement (including all of the conditions precedent set forth in Section 7.2), at the maturity of any Syndicated Loan occurring on the last day of the Interest Period therefor or on the date of prepayment of any Alternate Base Rate Loan, the Borrower shall be entitled to reborrow any or all of the principal amount of such Syndicated Loan. Each of the Commitments of each of the Banks shall terminate and all Loans shall be due and payable on the Termination Date. (c) Each Bank’s Commitment Percentage and, subject to the provisions of Section 2.1(a) and (b) above, the amount of its Commitment, shall be as set forth for such Bank in Schedule 1 hereto.

Commitment to Lend Syndicated Loans. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Company and the Company may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Effective Date and the Final Maturity Date upon notice by the Company to the Borrower Agent given in Dollars or accordance with 2.4 hereof, such sums, in one or more Alternative Currencies and in such amounts Dollars, as are requested by the Borrower, provided, that the sum of the Company ("Syndicated Loans") up to a maximum aggregate principal amount of Syndicated Loans made by each Lender outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment (as such Commitment has been deemed to be reduced by such Bank's Commitment Percentage of outstanding Competitive Bid Loans) minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the Utilization shall not at any time exceed such Lender’s Commitment Amount (without regard to any Competitive Bid Loans the lesser of such Lender outstanding at such time), and provided, further, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus Total Commitment and (ii) the outstanding Swing Line Loans, plus an amount equal to (iiiA) the Maximum Drawing Amount, plus Availability minus (iv) all Unpaid Reimbursement Obligations, plus (vB) the outstanding Competitive Bid Loans exceed Utilization under and as defined in the Total Commitment, (b) Credit Line Agreement at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all such time. The Syndicated Loans shall be made by each Lender shall equal such Lender’s Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request for a Syndicated Loan Loans hereunder shall constitute a representation and warranty by the Borrower Company that the conditions set forth in §§9 12 and 10 hereof13, in the case of the initial Syndicated Loans to be made converted into Syndicated Loans hereunder on the Closing Effective Date, and §10 hereof13, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request. Each Base Rate Loan and Eurocurrency Rate Loan shall mature and become due and payable on the last day of the Interest Period relating thereto and shall be payable in the currency in which such Loan was made. Each Base Rate Loan shall be denominated in Dollars. Each Eurocurrency Rate Loan shall be denominated in Dollars. (b) After any prepayment and at maturity of the Syndicated Loans pursuant to 2.1(a) above, the Company shall be entitled to reborrow any or all of the principal amount of such Syndicated Loan, subject to all of the conditions precedent set forth in 13. Each Bank's Commitment shall terminate, all Syndicated Loans shall become finally due and payable and the Company promises to pay on the Final Maturity Date all Syndicated Loans outstanding on the Final Maturity Date. (c) The respective amount of each Bank's Commitment and its Commitment Percentage shall be as set forth on Schedule 1 hereto, subject to reduction in accordance with 2.3 and 2.11. (d) Each Bank represents and warrants that it will use its best efforts to ensure that the funding of its Loans is not made directly out of the assets of any "employee benefit plan" or of any "separate account" in which any "employee benefit plan" has any interest other than a "government plan" (each such term being used herein as defined in Section 3 of ERISA).

Commitment to Lend Syndicated Loans. Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders severally agrees from time to time during the Revolver Period to make Syndicated Loans to the Borrower in Dollars or in one or more Alternative Currencies and in such amounts as are requested by the Borrower, providedPROVIDED, that the sum of the aggregate principal amount of Syndicated Loans made by each Lender (after giving effect to all amounts requested) shall not at any time exceed such Lender’s 's Commitment Amount (without regard to any Competitive Bid Loans of such Lender outstanding at such time), and providedPROVIDED, furtherFURTHER, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus PLUS (ii) the outstanding Swing Line Loans, plus PLUS (iii) the Maximum Drawing Amount, plus PLUS (iv) all Unpaid Reimbursement Obligations, plus PLUS (v) the outstanding Competitive Bid Loans exceed the Total Commitment, and (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §Section 2.4.1 and §Section 13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender shall equal such Lender’s 's Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given in accordance with §Section 2.2 hereof. Each request for a Syndicated Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§Sections 9 and 10 hereof, in the case of the initial Syndicated Loans to be made on the Closing Date, and §Section 10 hereof, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request.

Commitment to Lend Syndicated Loans. Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Borrower Agent given in Dollars or in one or more Alternative Currencies and in accordance with Section 2.2, such amounts sums ("Syndicated Loans") as are requested by the Borrower, provided, that the sum of the Borrower up to a maximum aggregate principal amount of Syndicated Loans made by each Lender outstanding (after giving effect to all amounts requested) shall not at any one time exceed equal to such Lender’s Bank's Commitment Amount (without regard to any Competitive Bid Loans of such Lender Bank outstanding at such time), and provided, further, provided that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent sum of the outstanding amount of the Syndicated Loans, Loans (after giving effect to all amounts requested) plus the outstanding aggregate principal amount of all Competitive Bid Loans made by all Banks shall not at any time exceed the Total Commitment and (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender Bank shall equal such Lender’s Bank's Commitment Percentage of the outstanding aggregate principal amount of all Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow The Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given shall be made pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request for a Syndicated Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§Section 9 and 10 hereofSection 10, in the case of the initial Syndicated Loans to be made on the Closing Date, and §10 hereofSection 10, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request.

Commitment to Lend Syndicated Loans. Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Closing Date and the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Borrower Agent given in Dollars or in one or more Alternative Currencies and in accordance with sect.2.2, such amounts sums ("Syndicated Loans") as are requested by the Borrower, provided, that the sum of the Borrower up to a maximum aggregate principal amount of Syndicated Loans made by each Lender outstanding (after giving effect to all amounts requested) shall not at any one time exceed equal to such Lender’s Bank's Commitment Amount (without regard to any Competitive Bid Loans of such Lender Bank outstanding at such time), and provided, further, provided that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent sum of the outstanding amount of the Syndicated Loans, Loans (after giving effect to all amounts requested) plus the outstanding aggregate principal amount of all Competitive Bid Loans made by all Banks shall not at any time exceed the Total Commitment and (ii) the outstanding Swing Line Loans, plus (iii) the Maximum Drawing Amount, plus (iv) all Unpaid Reimbursement Obligations, plus (v) the outstanding Competitive Bid Loans exceed the Total Commitment, (b) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all Syndicated Loans made by each Lender Bank shall equal such Lender’s Bank's Commitment Percentage of the outstanding aggregate principal amount of all Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow The Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given shall be made pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request for a Syndicated Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in §§9 sect.9 and 10 hereofsect.10, in the case of the initial Syndicated Loans to be made on the Closing Date, and §10 hereofsect.10, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request.

Commitment to Lend Syndicated Loans. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders Banks severally agrees to lend to the Company and the Company may borrow, repay, and reborrow from time to time during between the Revolver Period to make Syndicated Loans Effective Date and the Final Maturity Date upon notice by the Company to the Borrower Agent given in Dollars or accordance with 2.4 hereof, such sums, in one or more Alternative Currencies and in such amounts Dollars, as are requested by the Borrower, provided, that the sum of the Company ("Syndicated Loans") up to a maximum aggregate principal amount of Syndicated Loans made by each Lender outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment (as such Commitment has been deemed to be reduced by such Bank's Commitment Percentage of outstanding Competitive Bid Loans), provided that the Utilization shall not at any time exceed such Lender’s Commitment Amount (without regard to any Competitive Bid Loans the lesser of such Lender outstanding at such time), and provided, further, that (a) at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the outstanding Syndicated Loans, plus Total Commitment and (ii) the outstanding Swing Line Loans, plus an amount equal to (iiiA) the Maximum Drawing Amount, plus Availability minus (iv) all Unpaid Reimbursement Obligations, plus (vB) the outstanding Competitive Bid Loans exceed Utilization under and as defined in the Total Commitment, (b) Revolving Credit Agreement at no time shall the sum of, without duplication, (i) the Dollar Equivalent of the aggregate outstanding Loans denominated in Alternative Currencies plus (ii) the Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies plus (iii) all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit and (c) subject to §2.4.1 and §13.5.3, at all times the Dollar Equivalent of the outstanding aggregate principal amount of all such time. The Syndicated Loans shall be made by each Lender shall equal such Lender’s Commitment Percentage of the outstanding Syndicated Loans made by all Lenders pursuant to the terms of this Credit Agreement. Subject to the terms and conditions set forth in this Credit Agreement, the Borrower may borrow, repay and reborrow Syndicated Loans from time to time during the Revolver Period upon notice by the Borrower to the Administrative Agent given pro rata in accordance with §2.2 hereofeach Bank's Commitment Percentage. Each request for a Syndicated Loan Loans hereunder shall constitute a representation and warranty by the Borrower Company that the conditions set forth in §§9 12 and 10 hereof13, in the case of the initial Syndicated Loans to be made converted into Syndicated Loans hereunder on the Closing Effective Date, and §10 hereof13, in the case of all other Syndicated Loans, shall have been satisfied on the date of such request. Each Base Rate Loan and Eurocurrency Rate Loan shall mature and become due and payable on the last day of the Interest Period relating thereto and shall be payable in the currency in which such Loan was made. Each Base Rate Loan shall be denominated in Dollars. Each Eurocurrency Rate Loan shall be denominated in Dollars. (b) After any prepayment and at maturity of the Syndicated Loans pursuant to 2.1(a) above, the Company shall be entitled to reborrow any or all of the principal amount of such Syndicated Loan, subject to all of the conditions precedent set forth in 13. Each Bank's Commitment shall terminate, all Syndicated Loans shall become finally due and payable and the Company promises to pay on the Final Maturity Date all Syndicated Loans outstanding on the Final Maturity Date. (c) The respective amount of each Bank's Commitment and its Commitment Percentage shall be as set forth on Schedule 1 hereto, subject to reduction in accordance with 2.3 and 2.11. (d) Each Bank represents and warrants that it will use its best efforts to ensure that the funding of its Loans is not made directly out of the assets of any "employee benefit plan" or of any "separate account" in which any "employee benefit plan" has any interest other than a "government plan" (each such term being used herein as defined in Section 3 of ERISA).