Commitments. Subject to and upon the terms and conditions herein set forth, each Bank having a Commitment under the relevant Portion severally agrees (i) in the case of any Borrowing under the A Term Loan Facility or the B Term Loan Facility, in each case, on the Closing Date, (ii) in the case of any Borrowing under the Acquisition Portion after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date in connection with Designated Acquisitions, (iii) in the case of any Borrowing under the Revolving Portion, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Commitment Termination Date, and (iv) in the case of any Borrowing of Swingline Loans, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, to make a Loan or Loans to the Applicable Borrower, which Loans shall be drawn under the Loan Facility (including the Term Portion, the Acquisition Portion and Revolving Portion thereof or which shall be made as Swingline Loans), as set forth below.
(a) Loans under the Term Portion of the Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") may be made under the A Term Loan Facility (each, an "A Term Loan" and, collectively, the "A Term Loans") and the B Term Loan Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Company. Once repaid, Term Loans may not be reborrowed.
(i) Each A Term Loan under the A Term Loan Facility (A) shall be made as a single drawing on the Closing Date in an amount not to exceed the Total A Term Loan Commitment, (B) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Company's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; pro- vided that all Term Loans made by all Banks having an A Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (C) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the A Term Loan Commitment of such Bank.
(ii) Each B Term Loan under the B Term Loan Facility (A) shall be made as a single drawing on the Closing Date in an amount not to exceed the Total B Term Loan Commitment, (B) except as hereinafter provided, shall initially be made as a ...
Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) the Business Day immediately preceding the Revolving Credit Maturity Date and (b) the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein.
(i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time that the Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter...
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans.
Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth:
(i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time from the Closing Date to the day immediately preceding the Revolving Loan Commitment Termination Date, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Loan Commitment;
(ii) each Term Loan A Lender severally agrees to make Term Loan A to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan A Commitment; and
(iii) each Term Loan B Lender severally agrees to make Term Loan B to the Borrowers on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan B Commitment.
(b) Notwithstanding the foregoing:
(i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the lower at such time of (A) the amount by which (x) the Total Revolving Loan Commitment exceeds (y) the aggregate Letter of Credit Obligations and (B) the amount by which (x) the then current Borrowing Base exceeds (y) the aggregate Letter of Credit Obligations. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Revolving Loan Commitment Termination Date. Within the foregoing limits and subject to the terms, provisions and limitations set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, on or after the Closing Date and up to but excluding the Revolving Loan Commitment Termination Date.
(ii) The aggregate principal amount of Term Loan A made on the Closing Date shall not exceed the Total Term Loan A Commitment. Any principal amount of Term Loan A which is repaid or prepaid may not be reborrowed.
(iii) The aggregate principal amount of Term Loan B made on the Closing Date shall not exceed the Total Term Loan B Commitment. Any principal amount of Term Loan B which is repaid or prepaid may not be reborrowed.
Commitments. Enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Restatement Effective Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), (y) subject to the terms and conditions set forth in this Agreement, Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.
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 ha...
Commitments. On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone, agrees to make loans to, and to issue or participate in letters of credit for the account of, the Company as follows:
