Common use of Commitments; Loans Clause in Contracts

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in Article VI, each Term Loan Lender severally agrees to make its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of the Term Loan made on the Closing Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Borrowing that results from a continuation of an outstanding EurodollarSOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any EurodollarSOFR Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in Article VIherein, including Section 1.10, each Term Loan Lender severally agrees to make its portion of the Term Loan to be advanced on the Closing Date Loans to the Borrower on the Restatement Closing Date, Date (the “Initial Term Loans”) denominated in Dollars in an aggregate principal amount not to exceed the amount of such Lender's Term Loan ’s Initial Commitment. (b) Notwithstanding At any time on or following the foregoingRestatement Closing Date but prior to the Delayed Draw Term Loan Commitment Expiration Date, the Borrower may request, in accordance with Section 2.02, one or more Loans (the “Delayed Draw Term Loans”) in an aggregate principal amount not to exceed $11,679,000.00. The aggregate principal amount of Delayed Draw Term Loans drawn after the Restatement Closing Date shall not at any time exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders as of such date, and the aggregate principal amount of Delayed Draw Term Loans funded by any Lender shall not at any time exceed the Delayed Draw Term Loan Commitment of such Lender. (c) Each Borrowing shall be made on in two Classes of Loans: (1) Class A Loans, in an aggregate principal amount equal to the Closing Date shall not exceed product of (i) the Total Term Loan CommitmentBorrowed Amount of such Borrowing multiplied by (ii) the Class A Borrowing Percentage; and (2) Class B Loans, in an aggregate principal amount equal to the product of (i) the Borrowed Amount of such Borrowing multiplied by (ii) the Class B Borrowing Percentage. Any For the avoidance of doubt (x) the principal amount of Loans of any Class to be made by any Lender in connection with any Borrowing shall be determined in accordance with such Lender’s Pro Rata Share of the Commitments of such Class held by such Lender immediately prior to giving effect to such Borrowing and (y) if, with respect to any Borrowing, any Lender has only a Class A Commitment (such Lender for such purposes, a “Class A Only Lender”) or only a Class B Commitment (such Lender for such purposes, a “Class B Only Lender”), then such Class A Only Lenders shall be required to make only Class A Loans and such Class B Only Lenders shall be required to make only Class B Loans. (d) On the Restatement Closing Date (subject to the conditions set forth in Section 4.01), the Loans of each Exiting Lender shall be repaid in full (together with any unpaid fees, interest and any other charges accrued thereon pursuant to the Existing Credit Agreement) with the proceeds of the Initial Term Loans in incurred pursuant to this Agreement (or one or more Equity Contributions or other funds available to the Borrower, as applicable). Upon payment in full of all outstanding Obligations owed to each Exiting Lender, the Commitments of such Exiting Lender shall be terminated, and the rights of such Exiting Lender under the Existing Credit Agreement and the other Loan Documents shall be automatically and irrevocably terminated (except for those rights that expressly survive termination), and such Exiting Lender shall be released from its obligations under the Existing Credit Agreement and any other Loans Documents (except for those obligations that expressly survive termination thereof). The Borrower and other Loan Parties hereby release and discharge such Exiting Lender and its respective affiliates, officers, directors, employees, agents and attorneys-in-fact (collectively, the “Released Parties”) from all damages, losses, claims and liabilities of any kind or character, known or unknown, present or future in any way arising out of or relating to the Loan Documents or the Obligations (including without limitation, all such damages, losses, claims and/or liabilities which is arise out of contract, tort, violation of law or otherwise) other than any damages, losses, claims and liabilities resulting from this Agreement or any Released Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Borrowing that results from a continuation of an outstanding EurodollarSOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any EurodollarSOFR Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in Article VI, each Term Loan Lender severally agrees to make its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender's ’s Term Loan Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of the Term Loan made on the Closing Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Eurodollar Borrowing that results from a continuation of an outstanding EurodollarSOFR Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Eurodollar Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any EurodollarSOFR Eurodollar Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject Each Lender severally agrees, subject to and on the terms and conditions and relying upon the representations and warranties herein set forth in Article VIof this Agreement, each Term Loan Lender severally agrees to make its portion of loans (each, a "Committed Loan," and collectively, the Term Loan "Committed Loans") to be advanced the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Borrower on the Closing Loan Termination Date, in an aggregate principal amount at any time outstanding not to exceed exceeding its Commitment at such time, provided that no Committed Borrowing shall be made if, immediately after giving effect thereto, the amount sum of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of Committed Loans outstanding at such time and the Term Loan made on the Closing Date shall not exceed the Total Term Loan Commitment. Any aggregate principal amount of Bid Loans outstanding at such time would exceed the Term Loan which is repaid or prepaid may not be reborrowed. (c) aggregate Commitments at such time. Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with and on the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Borrowing that results from a continuation of an outstanding EurodollarSOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Borrowings outstanding. (e) Notwithstanding any other provision conditions of this Agreement, the Borrower may borrow, repay and reborrow Committed Loans. (b) In addition to Committed Borrowings pursuant to subsection (a) above, each Lender severally agrees that the Borrower may, subject to and on the terms and conditions of this Agreement and as more particularly set forth in SECTION 2.3, request the Lenders to submit offers to make loans (each, a "Bid Loan," and collectively, the "Bid Loans") to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the earlier of (i) the date that is one (1) Business Day prior to the seventh (7th) day prior to the Maturity Date or (ii) the Loan Termination Date; provided, however, that the Lenders may, but shall not have no obligation to, submit such offers and the Borrower may, but shall have no obligation to, accept any such offers; and provided further that no Bid Borrowing shall be entitled made if, immediately after giving effect thereto, the sum of the aggregate principal amount of Bid Loans outstanding at such time and the aggregate principal amount of Committed Loans outstanding at such time would exceed the Total Commitment at such time. (c) The Loans shall, at the option of the Borrower and subject to requestthe terms and conditions of this Agreement, be (i) in the case of Committed Loans, either Base Rate Loans or LIBOR Committed Loans, or to elect to convert to (ii) in the case of Bid Loans, either Absolute Rate Loans or continueLIBOR Bid Loans (Base Rate Loans, any EurodollarSOFR LIBOR Committed Loans, Absolute Rate Loans and LIBOR Bid Loans, each, a "Type" of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable theretosame Type.

Commitments; Loans. (ai) Subject Each Revolver A Lender severally agrees, subject to and on the terms and conditions and relying upon the representations and warranties herein set forth in Article VIof this Agreement, each Term Loan Lender severally agrees to make its portion of loans (each, a "Revolver A Loan," and collectively, the Term Loan "Revolver A Loans") to be advanced the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Revolver A Termination Date; provided, that no Borrowing of Revolver A Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolver A Loans outstanding at such time (exclusive of Revolver A Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (y) the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (z) the aggregate principal amount of Bid Loans outstanding at such time (exclusive of Bid Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) would exceed the aggregate Revolver A Commitments. Subject to and on the terms and conditions of this Agreement, the Borrower on may borrow, repay and reborrow Revolver A Loans. (ii) On the Closing Date, and after giving effect to the concurrent assignment and purchase of a portion of the Existing Loans among the Lenders in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoingaccordance with SECTION 2.21, the aggregate principal amount of all Loans (as defined in the Term Original Credit Agreement) made pursuant to the Original Agreement and outstanding on the Closing Date (the "Existing Loans") shall automatically be converted to an equivalent principal amount of Revolver A Loans hereunder, made by the Lenders ratably in accordance with their respective Revolver A Commitments, and for all purposes of this Agreement shall be deemed to be Loans hereunder and entitled to the benefits of (and subject to the terms of) this Agreement and the other Loan Documents. All such Loans hereunder shall be of the same Type, and shall have the same Interest Period, as the corresponding Existing Loans. On the Closing Date, and after giving effect to the concurrent assignment and purchase among the Lenders in accordance with SECTION 2.21, the aggregate outstanding principal amount of all Letter of Credit Outstandings (as defined in the Original Credit Agreement, the "Existing Outstandings") shall automatically be converted to an equivalent amount of Letter of Credit Outstandings hereunder, and for all purposes of this Agreement shall be deemed to be Letter of Credit Outstandings hereunder and entitled to the benefits of (and subject to the terms of) this Agreement and the other Loan Documents. (iii) Each Revolver B Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a "Revolver B Loan," and collectively, the "Revolver B Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Revolver B Termination Date; provided, that no Borrowing of Revolver B Loans shall be made if, immediately after giving effect thereto, the aggregate principal amount of Revolver B Loans outstanding at such time (exclusive of Revolver B Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) would exceed the aggregate Revolver B Commitments. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolver B Loans. (b) In addition to Committed Loans, each Lender severally agrees that the Borrower may, subject to and on the terms and conditions of this Agreement and as more particularly set forth in SECTION 2.3, request the Lenders to submit offers to make loans (each, a "Bid Loan," and collectively, the "Bid Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the earlier of (i) the date that is one (1) Business Day prior to the seventh (7th) day prior to the Revolver A Maturity Date or (ii) the Revolver A Termination Date; provided, that the Lenders may, but shall have no obligation to, submit such offers and the Borrower may, but shall have no obligation to, accept any such offers; and provided further, that no Borrowing of Bid Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolver A Loans outstanding at such time (exclusive of Revolver A Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (y) the aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement Obligations that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) plus (z) the aggregate principal amount of Bid Loans outstanding at such time (exclusive of Bid Loans that are repaid with the proceeds of, and simultaneously with the incurrence of, such Borrowing) would exceed the aggregate Revolver A Commitments. (c) No Borrowing shall be required of any Lender if, immediately after giving effect thereto, a Default or Event of Default would exist. (d) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, (i) in the case of Revolver A Loans and Revolver B Loans (each a "Class" of Loan), be either LIBOR Committed Loans or Base Rate Loans, or (ii) in the case of Bid Loans, either Absolute Rate Loans or LIBOR Bid Loans (Revolver A or Revolver B Base Rate Loans, Revolver A or Revolver B LIBOR Committed Loans, Absolute Rate Loans and LIBOR Bid Loans, each, a "Type" of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Class and Type. (e) Any Loans made on the Closing Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowedmade initially as Base Rate Loans. (cf) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Loans as Any borrowings outstanding under the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Borrowing that results from a continuation of an outstanding EurodollarSOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower Original Agreement shall not be entitled continued as Loans under this Agreement and shall be repaid, together with all interest and fees accrued thereon (including the accrued commitment fee pursuant to requestSECTION 2.7(A) of the Original Agreement and all amounts required to be paid pursuant to SECTION 2.13 of the Original Agreement), on or prior to elect to convert to or continue, any EurodollarSOFR Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable theretoClosing Date.

Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in Article VI, each Term Loan Lender severally agrees to make its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment. (b) Notwithstanding the foregoing, the aggregate principal amount of the Term Loan made on the Closing Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Eurodollar Borrowing that results from a continuation of an outstanding EurodollarSOFR Eurodollar Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Eurodollar Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any EurodollarSOFR Eurodollar Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Commitments; Loans. (a) Subject Each Lender severally agrees, subject to and on the terms and conditions and relying upon the representations and warranties herein set forth in Article VIof this Agreement, each Term Loan Lender severally agrees to make its portion of loans (each, a "Revolving Loan," and collectively, the Term Loan "Revolving Loans") to be advanced the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Borrower on the Closing Termination Date, in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the amount Aggregate Commitments at such time. Subject to and on the terms and conditions of such Lender's Term Loan Commitmentthis Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) Notwithstanding The Swingline Lender agrees, subject to and on the foregoingterms and conditions of this Agreement, to make loans (each, a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Term Loan Revolving Loans made on by the Closing Date Swingline Lender in its capacity as a Lender outstanding at such time, may exceed its Commitment at such time, but provided that no Borrowing of Swingline Loans shall not exceed be made if, immediately after giving effect thereto, the Total Term Loan Commitment. Any sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the Term Loan which is repaid or prepaid may not be reborrowed. aggregate Letter of Credit Exposure of all Lenders at such time and (cz) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the Aggregate Commitments at such time. Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or EurodollarSOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with and on the terms of this Agreement. (d) At the commencement of each Interest Period for any EurodollarSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a EurodollarSOFR Borrowing that results from a continuation of an outstanding EurodollarSOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) EurodollarSOFR Borrowings outstanding. (e) Notwithstanding any other provision conditions of this Agreement, the Borrower shall not be entitled to requestmay borrow, or to elect to convert to or continue, any EurodollarSOFR repay (including by means of a Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable theretoRevolving Loans pursuant to Section 2.2(d)) and reborrow Swingline Loans.