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
Samples: 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 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
Samples: Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp)
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
Samples: Aircraft Dry Lease (Williams Companies Inc), Credit Agreement (Williams Communications Group Inc), Purchase and Sale Agreement (Williams Companies 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
Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), Fourth 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 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
Samples: Credit Agreement (Schein Pharmaceutical Inc), Credit Agreement (Schein Pharmaceutical Inc), Credit Agreement (Danbury Pharmacal Puerto Rico 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
Samples: 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 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
Samples: 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, (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 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 3 contracts
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
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 LenderXxxxxx’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
Samples: Specified Refinancing Amendment, Incremental Amendment and Administrative Agency Transfer Agreement (Pactiv Evergreen Inc.), Credit Agreement (Pactiv Evergreen Inc.), Fourth Amended and Restated Agreement (Pactiv Evergreen Inc.)
Commitments. (a) Subject to the terms and conditions set forth herein, each U.S. Revolving 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 U.S. Revolving Loans to the Borrower, either 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 U.S. Revolving Credit Exposure exceeding such Lender’s Dollar U.S. Revolving Commitment, (ii) the total U.S. Revolving Credit Exposures exceeding the total U.S. Revolving Commitment and or (iii) the aggregate Revolving Credit Exposure of all Lenders exceeding the Borrowing Base; provided that no U.S. Revolving Loans may be made (A) to the Company if, after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap at such time unless, in the case of this clause (A), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower at such time is not less than $15,000,000 or (B) to the Bermuda Borrower, if the Outstanding Amount of Loans to the Bermuda Borrower would exceed the Bermuda Borrower Borrowing Cap. 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.
(b) Subject to the terms and conditions set forth herein, each Alternative Currency Revolving Lender agrees to make Multicurrency Alternative Currency Revolving Loans to the Borrower, either Borrower in Dollars or any Alternative Currency, at any time and 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) such Revolving Credit Lender’s Multicurrency Alternative Currency Revolving Credit Exposure exceeding such Lender’s Multicurrency Alternative Currency Revolving Commitment or (ii) the aggregate Revolving Credit CommitmentExposure of all Lenders exceeding the Borrowing Base; provided that no Alternative Currency Revolving Loans may be made (A) to the Company if, after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap unless, in the case of this clause (A), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower at such time is not less than $15,000,000 or (B) to the Bermuda Borrower, if the Outstanding Amount of Loans to the Bermuda Borrower would exceed the Bermuda Borrower Borrowing Cap. 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 Alternative Currency Revolving Loans.
(c) Each Lender having Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that any U.S. Loan Party is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Company or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Collateral Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Company’s and each U.S. Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 5.01(j) after the Closing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base.
(d) In the event that the Administrative Agent in its Permitted Discretion deems it necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations or (iii) to pay any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and fees, in the event the Borrowers are unable to comply with (A) the Borrowing Base limitations set forth in clause (a) or (b) of Section 2.01 or (B) the conditions precedent to the making of Loans or the issuance of Letters of Credit set forth in Section 4.02, (x) the Lenders authorize the Administrative Agent, for the account of the applicable Lenders, to make Revolving Loans to the Borrowers under any Class of Revolving Commitments, which, in each case, may only be made as Base Rate Loans (each, an Incremental Term Loan Commitment hereby agrees, severally and not jointly, “Agent Advance”) for a period commencing on the terms date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtain an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) in the case of an Agent Advance under (x) the U.S. Revolving Commitments, when aggregated with the amount of the U.S. Revolving Credit Exposure then outstanding, would exceed the aggregate amount of the U.S. Revolving Commitments or (y) the Alternative Currency Revolving Commitments, when aggregated with the amount of the Alternative Currency Revolving Credit Exposure then outstanding, would exceed the aggregate amount of the Alternative Currency Revolving Commitments. It is understood and agreed that, subject to the conditions requirements set forth herein above, Agent Advances may be made by the Administrative Agent in its sole discretion and that the Borrowers shall have no right to require that any Agent Advances be made. All Agent Advances shall be payable upon the earliest of (i) the date any Loan (other than an Agent Advance) is made following the date such Agent Advance is made, (ii) the 20th Business Day after such Agent Advance is made and (iii) demand by the Administrative Agent or the Required Lenders. Upon the making of any Agent Advance under any Class of Revolving Commitments, each Lender with a Revolving Commitment of such Class shall be deemed to have purchased a risk participation interest in an amount equal to its Applicable Percentage of such Agent Advance. The Administrative Agent at any time, in its sole and absolute discretion, may request that each Lender purchase its risk participation in any Agent Advance made under any Class of Revolving Commitments held by such Lender that are then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof). Upon receipt of such notice, each applicable Lender shall make an amount equal to its Applicable Percentage of such Agent Advance available to the Administrative Agent in Same Day Funds for the account of the Administrative Agent at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified by the Administrative Agent, whereupon, each Lender that so makes funds available shall be deemed to have funded its risk participation in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans relevant Agent Advance and such Lender’s payment to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid Administrative Agent shall be deemed payment in respect of Incremental Term Loans may such participation. If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(d) by the time specified above, the Administrative Agent shall be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s funded participation in the relevant Agent Advance. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.01(d) shall be conclusive absent manifest error. Each Lender’s obligation to purchase and fund risk participations in Agent Advances pursuant to this Section 2.01(d) shall be absolute and unconditional and shall not be reborrowedaffected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, either Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Agent Advances, together with interest as provided herein. At any time after any Lender has purchased and funded a risk participation in an Agent Advance, if the Administrative Agent receives any payment on account of such Agent Advance, the Administrative Agent will distribute promptly to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent in respect of principal or interest on any Agent Advance made under any Class of Commitments is required to be returned by the Administrative Agent under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Administrative Agent in its discretion), each applicable Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate.
Appears in 3 contracts
Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co 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 Dollars, in a principal amount not to exceed its Tranche D Initial Term Loan Commitment, and (ii) each Revolving Lender severally, and not jointly, agrees 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 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 Revolving Credit Lender’s Dollar Initial 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 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 Initial Revolving Loans may borrowbe borrowed, pay or prepay paid, repaid and reborrow Revolving Loansreborrowed. 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 Additional 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 Additional 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 Additional 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
Samples: Credit Agreement (Cowen Inc.), Credit Agreement (Victory Capital Holdings, 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
Samples: Credit Agreement (Flag Telecom Holdings LTD), Credit Agreement (Flag Telecom Holdings LTD)
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
Samples: Credit Agreement, Credit Agreement (Intercontinentalexchange 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 Borrowers 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 Borrowers (or 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 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 (or the applicable Incremental Revolving Credit Assumption Agreementrelevant Borrower), to make Incremental Revolving which Loans to shall not exceed for any such Lender at the Borrower, in an aggregate principal amount at 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 2 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.)
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
Samples: 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
Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
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
Samples: Credit Agreement (AssetMark Financial Holdings, Inc.), Credit Agreement (AssetMark Financial Holdings, Inc.)
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 2 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries 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, 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 2 contracts
Samples: Incremental Term Loan Assumption Agreement (TransDigm Group INC), Loan Modification Agreement (TransDigm Group INC)
Commitments. (a) (i) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) each Term Lender (other than the 2020 Incremental Term Lenders) severally agrees to make a Tranche D an Initial Term Loan, in Dollars, Loan to the Borrower denominated in Dollars on the Second Restatement Date, Effective Date in a an aggregate principal amount not equal to exceed its Tranche D Initial Term Loan Commitment, (ii) each 2020 Incremental Term Lender severally agrees to make Dollar Revolving Loans a 2020 Incremental Term Loan to the Borrower, Borrower denominated in Dollars, at any time and from time to time Dollars on or after the Second Restatement Date, and until the earlier of the Revolving Credit Maturity 2020 Incremental Closing Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving Credit Commitment of such Lender (as defined in accordance with the terms hereof, Amendment No. 1) in an aggregate principal amount at any time outstanding that equal to its 2020 Incremental Term Loan Commitment and (iii) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in Dollars during the Revolving Availability Period in an aggregate principal amount which 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 Commitment; provided that any borrowing of Revolving Loans to on the Borrower, in Dollars or any Alternative Currency, at any time and from time to time on or after Effective Date shall not exceed the Second Restatement 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 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 CommitmentBorrowing Amount. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the The Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid repaid or prepaid in respect of Initial Term Loans and 2020 Incremental Term Loans may not be reborrowed.
(b) Each Subject to the terms and conditions set forth in any Incremental Facility Amendment providing for, as applicable, the making or Refinancing of Term Loans or Revolving Loans, each Term Lender having an Incremental or Revolving Credit Commitment hereby agreesLender party thereto severally agrees to, severally and not jointlyas applicable, make or Refinance Term Loans or Revolving Loans, as applicable, 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, date specified therein 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 the amount of such Term Loan Commitment. Amounts paid Lender’s or prepaid in respect of Incremental Term Loans may not be reborrowedRevolving Lender’s Commitment as set forth therein.
Appears in 2 contracts
Samples: Incremental Facility Agreement (GoHealth, Inc.), Incremental Facility Agreement (GoHealth, 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
Samples: 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
Samples: Credit Agreement (Adesa Inc), Credit Agreement (Adesa 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
Samples: 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 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
Samples: Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems 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, (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 On the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreementof this Agreement (including Article V), each Lender agrees to make Incremental Revolving Loans loans ("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 Borrowers equal to the terms, conditions and limitations set forth herein, aggregate amount of 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, Borrowing of Loans requested by the Borrowers to be made pursuant to the Commitments on such day described in this Section 2.1. On the terms and subject to the conditions set forth herein hereof, the Borrowers may from time to time borrow and prepay Tranche A Loans and Tranche B Loans but may not reborrow any amounts paid or pre-paid in respect of Tranche C Loans.
SECTION 2.1.1. TRANCHE A COMMITMENT. From time to time on any Business Day during the period from and after the Effective Date to the earlier to occur of (x) Tranche A Availability Termination Date and (y) any Commitment Termination Date relating to all Commitments or to the Tranche A Commitment, each Lender will make Tranche A Loans to the Borrowers equal to the amount of the Tranche A Loan requested by the Borrowers, subject to the limitations in this Section 2.1, to be made on such day in the applicable Incremental Term Loan Assumption Borrowing Request therefor. The Borrowers acknowledge that, as of October 26, 1998, the aggregate outstanding principal amount of all Loans (as defined under the Existing Agreement) is $22,566,762.16.
SECTION 2.1.2. TRANCHE B COMMITMENT. From time to time on any Business Day during the period from and after the Effective Date to the earlier to occur of (x) Tranche B Availability Termination Date, and (y) any Commitment Termination Date relating to all Commitments or to the Tranche B Commitment, each Lender will make Incremental Term Tranche B Loans to the BorrowerBorrowers equal to the aggregate amount of the Tranche B Loan requested by the Borrowers, subject to the limitations in an aggregate principal amount not this Section 2.1, to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid be made on such day in respect of Incremental Term Loans may not be reborrowedthe applicable Borrowing Request therefor.
Appears in 2 contracts
Samples: Credit Agreement (American Rivers Oil Co /De/), Credit Agreement (Alliance Resources PLC)
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
Samples: Credit Agreement (Claiborne Liz Inc), Credit Agreement (Claiborne Liz 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
Samples: Loan Agreement (Kelly Services Inc)
Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (i) each Revolving A 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 A Loans to the Borrower, in Dollars, at any time and from time to time on or after the Second Restatement Effective Date, and until the earlier of the Revolving A Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving A 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 (x) such Revolving Credit Lender’s Dollar Revolving A Credit Exposure exceeding such Lender’s Dollar Revolving A Credit Commitment or (y) the aggregate amount of the Revolving A Credit Exposure exceeding the aggregate amount of the Revolving A Credit Commitments, and (iiiii) each Revolving B Lender agrees, severally and not jointly, to make Multicurrency Revolving 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 Effective Date, and until the earlier of the Revolving B Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving B 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 B Credit Exposure exceeding such Lender’s Multicurrency Revolving B Credit CommitmentCommitment or (y) the aggregate amount of the Revolving B Credit Exposure exceeding the aggregate amount of the Revolving B Credit Commitments. 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; provided that until the Revolving A Credit Maturity Date, any such borrowing, payment, prepayment or reborrowing shall be allocated ratably according to the Aggregate Pro Rata Percentages of each Revolving Credit Lender without regard to the tranche of Revolving Credit Commitments held by such Revolving Credit Lender. Amounts paid or prepaid in respect For the avoidance of Term Loans may not be reborrowed.
doubt, commencing on the Second Restatement Effective Date, (bi) Each Lender having an Incremental each 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 of an Extending Revolving Credit Assumption Agreement, to make Incremental Lender shall be treated for all purposes as a Revolving Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental B Credit Commitment and (ii) each Revolving Credit Exposure exceeding such Lender’s Incremental Commitment of a Non-Extending Revolving Credit Lender shall be treated for all purposes as a Revolving A 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
Samples: Credit Agreement (CGG Veritas)
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 Second Amendment and Restatement Agreement, each Lender having a Tranche A-1 Term Loan Commitment, Tranche D-1 Term Loan Commitment or Tranche D-2 Term Loan Commitment made a Tranche X-0 Xxxx Xxxx, Xxxxxxx X-0 Term Loan or Tranche D-2 Term Loan, as applicable, to the U.S. Borrower or converted Existing Tranche A Term Loans, Existing Tranche C-1 Term Loans or Existing Tranche C-2 Term Loans into Tranche A-1 Term Loans, Tranche D-1 Term Loans or Tranche D-2 Term Loans, as applicable, on the Restatement Effective Date in a principal amount equal to its Tranche A-1 Term Loan Commitment, its Tranche D-1 Term Loan Commitment and its Tranche D-2 Term Loan Commitment. All 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
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
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 and Exposures exceeding the aggregate Dollar Tranche Commitments, (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 or (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 and (c) each Term Lender with a Term Loan Commitment agrees to make a Term Loan to the Borrower 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 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
Samples: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Commitments. (a) On the Original Closing Date, the Lenders made the Original Tranche A Term Loans and the Original Tranche B Term Loans to the Company, in dollars, and upon the making of such Loans the Original Term Loan Commitments terminated. 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 Incremental Tranche D A Term LoanLoans to the Company and the Subsidiary Borrower, in Dollarsdollars or an Alternative Currency, on the First Amended and Restated Credit Agreement Closing Date in an aggregate principal amount not to exceed its Incremental Tranche A Commitment (determined, in the case of such a Loan in an Alternative Currency, with reference to the Borrower Exchange Rate on the Second Restatement First Amended and Restated Credit Agreement Closing Date), provided, that, Incremental Tranche A Term Loans made to the Subsidiary Borrower shall not exceed $8,822,000 in aggregate principal amount, (b) to make Tranche C Term Loans to the Company, in dollars, on the First Amended and Restated Credit Agreement Closing Date in a principal amount not to exceed its Tranche D Term Loan Commitment, C Commitment and (iic) to make Dollar Revolving Loans to the Borrower, in DollarsCompany, 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 dollars, 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 sum of (x) 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 and (y) the Pari Passu Exposure exceeding such Lender’s Multicurrency the Total Revolving Credit Commitment. 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 Company 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 . Lenders with Incremental Revolving Credit Commitment hereby agreesTranche A Commitments may allocate the Incremental Tranche A Term Loans made to the Subsidiary Borrower among themselves, severally and not jointlythrough assignment, on the terms and participation or other method pursuant to a separate agreement among such Lenders, subject to the conditions set forth herein and in approval of 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 LoansCompany.
(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
Samples: Credit Agreement (Flowserve Corp)
Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, :
(i) each Lender with a 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 Restatement Closing 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) equal 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 U.S. Term Loan 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 U.S. Term Loans may not be reborrowed.
(ii) each Lender with a Cayman Term Loan Commitment agrees, severally and not jointly, to make 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.
(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 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
Samples: 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, (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 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
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
Commitments. (a) Subject to the terms and conditions set forth herein, herein and in the Amendment and Restatement Agreement:
(a) each Lender agrees, severally listed on Schedule 1 to the Amendment and not jointly, Restatement Agreement agrees to make (i) to make a Tranche D C-1 Initial Term Loan, in Dollars, Loans to the U.S. Borrower in U.S. Dollars on the Second Amendment and Restatement Date, Effective Date from its U.S. Lending Office in a principal amount not to exceed its Tranche D C-1 Initial Term Loan Commitment, (ii) to make Dollar Revolving Tranche C-1 Delayed Draw A Term Loans to the BorrowerU.S. Borrower in a single Borrowing on or prior to the Delayed Draw A Expiration Date, (iii) Tranche C-1 Delayed Draw B Term Loans to the U.S. Borrower on or prior to the Delayed Draw B Expiration Date; provided that the U.S. Borrower shall make no more than three Borrowings of Tranche C-1 Delayed Draw B Term Loans on or prior to the Delayed Draw B Expiration Date and (iv) Tranche C-2 Term Loans available to the Dutch Borrower in Dollars, at any time U.S. Dollars on the Amendment and Restatement Effective Date from its Euro Lending Office in a principal amount not to exceed its Tranche C-2 Term Loan Commitment;
(b) each European Tranche Lender agrees from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date Availability Period with respect to the Dollar European Tranche Commitments (i) to make European Tranche Revolving Credit Commitment of such Lender Facility Loans (A) in euro, U.S. Dollars or Sterling to each U.K. Borrower and (B) in euro to the termination of Dutch Borrower, in each case from its Euro Lending Office and (ii) to make European Tranche Revolving Facility Loans in U.S. Dollars to the Dollar Revolving Credit Commitment of such Lender in accordance with the terms hereofU.S. Borrower from its U.S. Lending Office, in an aggregate principal amount at any time outstanding that will not result in (w) such Revolving Credit Lender’s Dollar European Tranche Revolving Credit Facility Exposure exceeding such Lender’s Dollar European Tranche Commitment, (x) the European Tranche Revolving Credit Commitment and Facility Exposure exceeding the total European Tranche Commitments, (iiiy) to make Multicurrency the portion of the European Tranche Revolving Facility Exposure represented by Loans to or Revolving L/C Exposure in respect of (1) the BorrowerDutch Borrower exceeding $125.0 million, in Dollars or any Alternative Currency, at any time and (2) the U.K. Borrowers exceeding $75.0 million or (z) the Total Revolving Facility Exposure exceeding the Total Revolving Facility Commitments; and
(c) each Canadian Tranche Lender agrees from time to time on or after during the Second Restatement Date, and until the earlier of the Revolving Credit Maturity Date Availability Period with respect to the Multicurrency Canadian Tranche Commitments (i) to make Canadian Tranche Revolving Credit Commitment Facility Loans in Canadian Dollars or U.S. Dollars to the Canadian Borrower from its Canadian Lending Office and/or to cause its Canadian Lending Office to accept and purchase or arrange for the acceptance and purchase of such Lender drafts drawn by the Canadian Borrower in Canadian Dollars as B/As and (ii) to make Canadian Tranche Revolving Facility Loans in U.S. Dollars to the termination of the Multicurrency Revolving Credit Commitment of such Lender in accordance with the terms hereofU.S. Borrower from its U.S. Lending Office, in an aggregate principal amount at any time outstanding that would will not result in (A) such Revolving Credit Lender’s Multicurrency Canadian Tranche Revolving Credit Facility Exposure exceeding such Lender’s Multicurrency Canadian Tranche Commitment, (B) the Canadian Tranche Revolving Credit Commitment. Within Facility Exposure exceeding the limits set forth in total Canadian Tranche Commitments or (C) the preceding sentence and subject Total Revolving Facility Exposure exceeding the Total Revolving Facility Commitments;
(d) each U.S. Tranche Lender agrees from time to time during the Availability Period with respect to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow U.S. Tranche Commitments to make U.S. Tranche Revolving Loans. Amounts paid or prepaid Facility Loans 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 U.S. Dollars to the conditions set forth herein and in the applicable Incremental Revolving Credit Assumption Agreement, to make Incremental Revolving Loans to the Borrower, U.S. Borrower from its U.S. Lending Office in an aggregate principal amount at any time outstanding that will not result in (A) such Lender’s Incremental U.S. Tranche Revolving Credit Facility Exposure exceeding such Lender’s Incremental U.S. Tranche Commitment, (B) the U.S. Tranche Revolving Credit Commitment. Within Facility Exposure exceeding the limits set forth in total U.S. Tranche Commitments or (C) the preceding sentence and subject to Total Revolving Facility Exposure exceeding the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Incremental Total Revolving Loans.Facility Commitments;
(ce) Each each Lender having an Incremental Term Loan Commitment hereby or an Incremental Revolving Facility Commitment 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 to the U.S. Borrower or the Dutch Borrower, as applicable, and/or Incremental Revolving Facility Loans to any Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Incremental Revolving Facility Commitment, as the case may be;
(f) each Tranche C-3 Lender agrees to fund the Tranche C-3 Credit-Linked Deposit as set forth in the Amendment and Restatement Agreement and Section 2.05(d)(ii); and
(g) within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans. Amounts paid or prepaid repaid in respect of Incremental Term Loans may not be reborrowed. All Revolving Loans outstanding under the 2005 Credit Agreement on the Amendment and Restatement Effective Date shall remain outstanding hereunder on the terms set forth herein, except as otherwise provided herein.
Appears in 1 contract
Samples: Credit Agreement (Hexion Specialty Chemicals, 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
Samples: Credit Agreement (NRG Energy, Inc.)
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
Samples: Credit Agreement (Dole Food Co 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, to make (i) to make a under the RevolvingTranche A FSubfacility,, 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 to the Borrower, in DollarsBorrowers, at any time and from time to time on or after during the Second Restatement Date, and until the earlier of the Tranche A 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 the Availability Conditions not being met. or (iiiii) to make Multicurrency under the Tranche B Subfacility, Tranche B Revolving Loans to the BorrowerU.S. Borrowers, in Dollars or any Alternative Currency, at any time and from time to time a single drawing on or after the Second Restatement First Amendment 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 will not result in such the Availability Conditions not being met. Tranche A Revolving Credit Lender’s Multicurrency Loans will be available under the RevolvingTranche A FSubfacility in Dollars and any Alternative Currency and Tranche B Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit CommitmentLoans will be available under the Tranche B Subfacility in Dollars. 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 Tranche A Revolving Loans. Amounts paid or prepaid in respect All Borrowers shall be jointly and severally liable as borrowers for all Borrowings under the Revolving Facility of Term Loans may not be reborrowedeach 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 Delayed Draw Term 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 Delayed Draw Term Loans to the BorrowerU.S. Parent Borrower from time to time (but in no event on more than eight occasions) in Dollars on or prior to the Delayed Draw Term Loan Commitment Termination Date, in an aggregate principal amount not to exceed its Incremental the amount of such Lender's Delayed Draw Term Loan Commitment. Amounts paid Any principal amount of any Delayed Draw Term Loan that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. Upon each Delayed Draw Term Lender's making of its portion of the Delayed Draw Term Loan on the Delayed Draw Term Loan Advance Date, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Lender shall be terminated.
Appears in 1 contract
Samples: Credit Agreement (SunOpta Inc.)
Commitments. (a) (i) Subject to the terms and conditions set forth hereinherein (x) each Dollar Revolving Lender severally, 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) 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 AlternativeAgreed Currencies to the Borrower, Revolving Facility Borrowers in U.S. Dollars or any Alternative Currency, AlternativeAgreed 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 Commitment and (ii) subject to the limits terms and conditions set forth in the preceding sentence First Amendment, each 2021 Term Lender on the First Amendment Effective Date severally, and not jointly, agrees to make 2021 Term Loans on the First Amendment Effective Date to the Lead Borrower in an amount equal to the 2021 Term Commitment of each 2021 Term Lender. Within the foregoing limits 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 or prepaid in respect of the Term Loans may not be reborrowed. 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 part of its Multicurrency Revolving Credit Commitment.
(b) Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Incremental Term Loans to the Lead Borrower or any Additional Term Borrower, which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.
(bc) Each 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 #94168740v7#95106251v8 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
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
Samples: Term Loan Credit Agreement (Nasdaq Stock Market 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) Tranche A Term Loans in an initial aggregate amount of $75,000,000 were made to the Borrower on the Effective Date, and no Lender shall have any obligation to make any additional Tranche A Term Loans. The outstanding principal amount of each Lender’s Tranche A Term Loan as of the Restatement Effective Date is set forth on Schedule 2.01. Existing Tranche B Term Loans in an initial aggregate amount of $115,000,000 were made to the Borrower on the Effective Date, and subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement, each Lender having an Additional Tranche B Commitment made Additional Tranche B Term Loans to the Borrower on the Restatement Effective Date in a principal amount equal to its Additional Tranche B Commitment. No Lender shall have any obligation to make any additional Tranche B Term Loans. The outstanding principal amount of each Lender’s Existing Tranche B Term Loans as of the Restatement Effective Date is set forth on Schedule 2.01. Amounts paid or prepaid repaid in respect of Term Loans may not be reborrowed.
(bc) Each Lender having an Incremental All Revolving Loans, Tranche A Term Loans, Existing Tranche B Term 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
Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (i) each Term 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 equal to exceed its Tranche D Term Loan Commitment, Commitment and (ii) each Revolving Credit Lender agrees, severally and not jointly, 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 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) Commitment; provided that after giving effect 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 Borrowing, 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 shall not exceed the Total Revolving Credit Commitment. Within the limits set forth in clause (ii) of the immediately 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 equal 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
Commitments. (a) Subject to the terms and conditions set forth herein, :
(a) each Term A Lender agrees, severally and not jointly, (i) agrees to make a Tranche D Term Loan, in Dollars, A Loans to the Borrower on the Second Restatement Date, Closing Date in a principal amount not to exceed its Tranche D such Lender’s Term A Loan Commitment, ;
(iib) each Term B Lender agrees to make Dollar Revolving Term B Loans to the Borrower, Borrower on the Closing Date in Dollars, at any time and a principal amount not to exceed such Lender’s Term B Loan Commitment;
(c) each Revolving Facility Lender agrees to make Revolving Facility Loans to the 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 Availability Period in accordance with the terms hereof, Dollars 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 exceeding such Lender’s Dollar Revolving Credit Facility Commitment and or (iiiii) to make Multicurrency the total 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 Revolving Credit Facility 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 the Revolving Facility Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.;
(bd) 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 or an Incremental Revolving Facility Commitment 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 and/or Incremental Revolving Facility Loans to the Borrower, Borrower in an aggregate principal amount not to exceed its Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitment, as the case may be; and
(e) within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Amounts paid or prepaid repaid in respect of Incremental Term Loans may not be reborrowed.
Appears in 1 contract
Samples: Credit Agreement (EVERTEC, Inc.)
Commitments. (a) Subject to the terms and conditions set forth herein:
(a) on the Tenth Incremental Assumption and Amendment Agreement Effective Date, each Lender agrees, severally and not jointly, (i) certain Lenders agreed to make a Tranche D 2021 Refinancing Term Loan, B-1 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 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 equal to $2,778,900,000,
(b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars (or, subject to Section 1.05, in an Alternate Currency) to the Borrower and each applicable Co-Borrower from time outstanding to time during the Availability Period in an aggregate principal amount 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 and each Co-Borrower may borrow, pay or prepay and reborrow Revolving Facility 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 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 to the BorrowerBorrower after the Ninth Incremental Assumption and Amendment Agreement Effective Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid ,
(d) each Lender having an Incremental Revolving Facility Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving Loans to the Borrower and/or any Co-Borrower, in an aggregate principal amount not to exceed its Incremental Revolving Facility Commitment, and
(e) amounts borrowed under Section 2.01(a) or (c) that are repaid or prepaid in respect of Incremental Term Loans may not be reborrowed.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)
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
Samples: Incremental Facility Agreement (Mediacom Broadband 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 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
Samples: First Lien Credit Agreement (ATI Physical Therapy, 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 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 U.S. Dollar Equivalent of the Aggregate Outstanding Revolving Credit Exposure of such Lender is 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 of this Agreement and the applicable Alternate Currency Addendum, from 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 agree, on the terms and conditions set forth hereinin 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 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 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 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 agreesshall 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, severally 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 not jointlythe 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) 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
(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 $225,000,000. 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 (g) 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 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 relevant 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 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 Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company 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 requirements of Section 2.3). The deemed payments made pursuant to clause (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 Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits set forth in the immediately 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 each Eurocurrency Loan shall be reborrowed.
(b) Each Lender having an Incremental Revolving Credit Commitment hereby agrees, severally and not jointly, subject to indemnification by the Company pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the terms and subject to last day of the conditions set forth herein and related Interest Periods. On the effective date of any increase in the applicable Incremental Revolving Credit Assumption 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, to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount at which new Schedule 1.1(a) shall automatically supercede 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 Loansprior Schedule 1.1(a).
(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
Samples: Loan Agreement (Kelly Services 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 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 's Revolving Credit Exposure exceeding such Lender’s Dollar 's Revolving Loan Commitment or (b) the sum of the total Revolving Credit Commitment Exposures exceeding the total Revolving Loan Commitments. Subject to the terms and (iii) conditions hereof, each Lender severally agrees to make Multicurrency Revolving Loans a Term Loan to the Borrower, Borrower on the Effective Date 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 principal amount 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 's Term Loan 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 Each Lender's agreement to make Revolving Loans denominated in Foreign Currency and to issue and participate in Foreign Currency Letters of Credit is subject to (1) such Foreign Currency being readily available to the Administrative Agent and to all Lenders and being freely transferable and freely convertible to dollars in the London foreign exchange market, and (2) Reuters (or prepaid any successor thereto) reporting a LIBO Rate for such Foreign Currency (with a BBSY rate for Australian dollars and CDOR for Canadian dollars) relating to the applicable Interest Period. In no event shall (x) the aggregate amount of Revolving Loans denominated in respect Foreign Currency plus the LC Exposure for Foreign Currency Letters of Term Loans may not be reborrowed.
Credit exceed the Foreign Currency Sublimit, or (by) Each Lender having an Incremental any Lender's Revolving Credit Commitment hereby agreesExposure for Revolving Loans denominated in Foreign Currency plus such Lender's LC Exposure for Foreign Currency Letters of Credit exceed such Lender's Foreign Currency Commitment, severally in each case determined on each Currency Valuation Date. Pursuant to Chapter 346 (“Chapter 346”) of the Texas Credit Code, the Borrower, the Administrative Agent and the Lenders expressly agree that Chapter 346 shall not jointly, on apply to the terms Notes or to any Revolving Loan evidenced by the Notes and that neither the Notes nor any such Revolving Loan shall be governed by or subject to the conditions set forth herein and provisions of Chapter 346 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 Loansmanner whatsoever.
(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
Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, as follows:
(ia) each U.S. Revolving Credit Lender agrees, severally and not jointly, 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 U.S. Revolving Loans to the U.S. 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 hereofAvailability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure and PHP Revolving Credit Exposure) exceeding such Lender’s Dollar U.S. Revolving Commitment, or (ii) the sum of the total Revolving Credit Commitment 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 Revolving Loans;
(iiib) each EUR Revolving Credit Lender agrees, severally and not jointly, to make Multicurrency EUR Revolving Loans to the U.S. Borrower, in Dollars or any Alternative Currency, 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 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 such time outstanding that would will not result in (i) such Revolving Credit Lender’s Multicurrency EUR Revolving Credit Exposure exceeding such Lender’s Multicurrency EUR Revolving Commitment, (ii) such Lender’s U.S. Revolving Credit CommitmentExposure exceeding such Lender’s U.S. Revolving Commitment or (iii) the sum of the total Revolving Credit Exposures (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure and PHP Revolving Credit Exposure) 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 EUR Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.; and
(bc) Each Lender having an Incremental each PHP Revolving Credit Commitment hereby Lender 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 PHP Revolving Loans to SWM Philippines, at any time and from time to time during the BorrowerAvailability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Lender’s Incremental PHP Revolving Credit Exposure exceeding such Lender’s Incremental PHP Revolving Commitment, (ii) such Lender’s U.S. Revolving Credit CommitmentExposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure and PHP Revolving Credit Exposure) exceeding such Lender’s U.S. Revolving Commitment or (iii) 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 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
Samples: Credit Agreement (Schweitzer Mauduit International 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, (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 On the terms and subject to the conditions set forth herein of this Agreement (including ARTICLE V), the Lender agrees to make loans ("LOANS") to the Borrower equal to the aggregate amount of the Borrowing of Loans requested by the Borrower to be made pursuant to the Commitments on such day described in this SECTION 2.1.
SECTION 2.1.1. TRANCHE A COMMITMENT.
(a) From time to time on any Business Day during the period from and after the Effective Date to the earlier to occur of (x) Tranche A Availability Termination Date and (y) any Commitment Termination Date relating to all Commitments or to the Tranche A Commitment, the Lender will make Tranche A Loans to the Borrower equal to the amount of the Tranche A Loan requested by the Borrower to be made on such day 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 CommitmentBorrowing Request therefor. 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 On the terms and subject to the conditions set forth herein of this Agreement, the Borrower may from time to time borrow, prepay and reborrow Tranche A Loans.
(b) On the terms and subject to the conditions of this Agreement, the Lender agrees to convert the aggregate unpaid principal amount of the Tranche A Loans outstanding at the opening of business on the Tranche A Availability Termination Date to a Term Loan, PROVIDED that (i) no Event of Default has occurred and is continuing at that time, (ii) the representations and warranties of the Borrower and its Subsidiaries made and given in the applicable Incremental Loan Documents are true and correct and (iii) the Borrower has provided a certificate to the Lender to that effect. Once repaid or prepaid, such 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.
SECTION 2.1.2. TRANCHE B COMMITMENT. On the Effective Date, the Lender will make the Tranche B Loan to the Borrower in an amount equal to the aggregate amount of the Tranche B Loan requested by the Borrower to be made on such day in the applicable Borrowing Request therefor. On the terms and subject to the conditions of this Agreement, the Borrower may from time to time prepay or repay Tranche B Loans, but may not reborrow any amounts paid or prepaid.
Appears in 1 contract
Commitments. (a) Subject to the terms and conditions set forth hereinherein and in Amendment No. 2, (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, Amendment No. 2 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 loansReplacement Term B Loans (as defined in Amendment No. 1) to the Borrowers (the proceeds of which may be allocated between the Borrowers) on the 2018 Replacement Term B 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 Amendment No. 2 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 Term A Loans and Initial Term B Loans may not be reborrowedre-borrowed.
(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 expressly set forth herein and in the applicable Incremental Revolving Credit Assumption AgreementAmendment No. 2, each Delayed Draw Term A Lender severally agrees to make Incremental Revolving Loans to the BorrowerBorrowers on any Business Day during the period from the Business Day immediately following the Amendment No. 2 Closing Date through the Delayed Draw Term A Commitment Termination Date (such period, the “Delayed Draw Term Loan Availability Period”) one or more Borrowings denominated in Dollars in an aggregate principal amount not to exceed at any time outstanding that will not result in the amount of such Delayed Draw Term A 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 Delayed Draw 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 A Commitment. Amounts paid borrowed under this Section 2.01(b) and repaid or prepaid in respect of Incremental Term Loans may not be reborrowedre-borrowed. Each Borrowing consisting of a Borrowing of Delayed Draw Term A Loans made on the applicable Delayed Draw Term A Loan Funding Date shall be in a minimum principal amount of $5,000,000 and in increments of $1,000,000 in excess thereof.
Appears in 1 contract
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 equal to exceed its Tranche D Term Loan Commitment, Commitment and (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 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 or prepaid in respect of Term Loans may not be reborrowed.
(b) Each Lender having an a Refinancing Term Loan Commitment, Refinancing Revolving Credit Commitment, Incremental Term Loan Commitment or Incremental 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 AgreementAgreement or Refinancing Amendment, to make Incremental Term Loans, Incremental Revolving Credit Loans, Refinancing Revolving Credit Loans or Refinancing 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 equal to its Refinancing Term Loan Commitment, Refinancing Revolving Credit Exposure exceeding such Lender’s Commitment, Incremental Term Loan Commitment or 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 Commitmentas applicable. Amounts paid or prepaid in respect of Incremental Term Loans or Refinancing Term Loans may not be reborrowed.
Appears in 1 contract
Samples: Credit Agreement (RCS Capital Corp)
Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agreesseverally, 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, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Effective Date, and until the earlier of the 2024 Refinancing Revolving Credit Maturity Date with respect to and the Dollar termination of the 2024 Refinancing 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 2024 Refinancing Revolving Loans, the Outstanding Amount of such 2024 Refinancing Revolving Credit Lender’s Dollar 2024 Refinancing Revolving Credit Exposure exceeding shall not exceed such 2024 Refinancing 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 2024 Refinancing 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 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 Additional Revolving 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
Samples: 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 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. 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
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, to the Borrower on the Second Restatement 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, 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, 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 Second Restatement 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 1 contract
Samples: Credit Agreement (Cbre Group, Inc.)
Commitments. (a) Subject Each Term 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 loan (each, a “Term Loan,” and collectively, in Dollars, the “Term Loans”) to the Parent Borrower on the Second Restatement Date, Closing Date in a principal amount not up to exceed its Tranche D Term Loan Commitment, (ii) to make Dollar Revolving . No Term Loans to the Borrower, in Dollars, shall be made at any time and from time to time on or after the Second Restatement Closing Date, and until . 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 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 hereinextent repaid, 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 Dollar Revolving Lender having an Incremental Revolving Credit Commitment hereby severally 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 Dollar Revolving Loans to the Parent Borrower, from time to time on any Business Day during the period from and including the Closing Date to but excluding the Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Dollar Revolving Commitment, provided that will not result in no Borrowing of Dollar Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Dollar Swingline Loans with proceeds of Dollar Revolving Loans made pursuant to such Lender’s Incremental Borrowing), (y) the Dollar Revolving Credit Exposure exceeding of any Dollar Revolving Lender would exceed its Dollar Revolving Commitment at such Lender’s Incremental time or (z) the Aggregate Dollar Revolving Credit CommitmentExposure would exceed the aggregate Dollar Revolving 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 Parent Borrower may borrow, pay or prepay repay and reborrow Incremental Dollar Revolving Loans.
(c) Each Multicurrency Revolving Lender having an Incremental Term Loan Commitment hereby severally 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 Multicurrency Revolving Loans to any Borrower (on a several basis), from time to time on any Business Day during the Borrowerperiod from and including the Closing Date to but excluding the Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Multicurrency Revolving Commitment, provided that no Borrowing of Multicurrency Revolving Loans shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Multicurrency Swingline Loans with proceeds of Multicurrency Revolving Loans made pursuant to such Borrowing), (y) the Multicurrency Revolving Credit Exposure of any Multicurrency Revolving Lender would exceed its Incremental Term Loan CommitmentMulticurrency Revolving Commitment at such time or (z) the Aggregate Multicurrency Revolving Credit Exposure would exceed the aggregate Multicurrency Revolving Commitments at such time. Amounts paid or prepaid in respect Subject to and on the terms and conditions of Incremental Term Loans this Agreement, each Borrower may not be reborrowedborrow, repay and reborrow Multicurrency Revolving Loans.
Appears in 1 contract
Samples: Credit Agreement (IntercontinentalExchange 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
Samples: 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
Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, (i) to make a Tranche D B Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Date, in a principal amount not to exceed its Tranche D B Term Loan Commitment, (ii) to make Dollar a Tranche C Term Loan to the Borrower on the Restatement Date, in a principal amount not to exceed its Tranche C Term Loan Commitment, (iii) to make Revolving A 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 A Credit Maturity Date with respect to the Dollar Revolving Credit Commitment of such Lender and the termination of the Dollar Revolving A 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 A Credit Lender’s Dollar Revolving A Credit Exposure exceeding such Lender’s Dollar Revolving A Credit Commitment and (iiiiv) to make Multicurrency Revolving 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, Date and until the earlier of the Revolving B Credit Maturity Date with respect to the Multicurrency Revolving Credit Commitment of such Lender and the termination of the Multicurrency Revolving B 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 B Lender’s Multicurrency Revolving B Credit Exposure exceeding such Lender’s Multicurrency Revolving B 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; provided that until the Revolving A Credit Maturity Date, any such borrowing, payment, prepayment or reborrowing shall be allocated ratably according to the Pro Rata Percentages of each Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender. 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
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
Samples: Credit Agreement (Lindblad Expeditions Holdings, 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 LenderXxxxxx’s Incremental Revolving Credit Exposure exceeding in respect of Additional Revolving Loans shall not exceed such LenderXxxxxx’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
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
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
Samples: Credit Agreement (Transdigm Inc)
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, Terms Loans to the Borrower on the Second Restatement Date, Closing Date in a an aggregate principal amount not to exceed its Tranche D the Term Loan CommitmentCommitment set forth opposite such Lender's name on Schedule 2.01, and (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 not result in such to exceed (after giving effect to all Revolving Credit Lender’s Dollar Loans repaid, and all reimbursements of LC Disbursements made, concurrently with the making of any Revolving Credit Exposure exceeding such Lender’s Dollar Loans) an amount equal to the difference between (i) the Revolving Credit Commitment and (iii) to make Multicurrency Revolving Loans to set forth opposite such Lender's name on Schedule 2.01, as the Borrower, in Dollars or any Alternative Currency, at any time and same may be reduced from time to time on or after the Second Restatement Datepursuant to Section 2.09, and until the earlier (ii) such Lender's Applicable Percentage of the Revolving Credit Maturity Date with respect to sum of (A) 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 of Swingline Loans outstanding at any such time outstanding that would not result in and (B) the LC Exposure at such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitmenttime. Within the limits set forth in clause (b) 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 Revolving Credit Maturity 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 Loans may not be reborrowed.
Appears in 1 contract
Samples: Credit Agreement (Ta Operating Corp)
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 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 U.S. Dollar Equivalent of the Aggregate Outstanding Revolving Credit Exposure of such Lender is 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 $20,000,000, (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 an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject fails to make payment to the conditions set forth herein 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 Incremental Term Loan Assumption AgreementAlternate Currency Advance in the amount such Alternate Currency Lender was required to pay pursuant to this Agreement and the applicable Alternate Currency Addendum, to make Incremental Term Loans 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 BorrowerAgent’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 an additional Alternate Currencies (other than Syndicated Currencies) provided the U.S. Dollar Equivalent of the aggregate principal 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 exceed have agreed to such request unless its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.written consent thereto has been received by the Agent within ten
Appears in 1 contract
Commitments. (a) Subject to the terms and conditions set forth herein, each U.S. Lender agrees, severally and not jointly, agrees to make revolving loans (i“U.S. Revolving Loans”) to make a Tranche D Term Loan, in Dollars, to the U.S. 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 Availability Period in accordance with the terms hereof, Dollars in an aggregate principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar U.S. Revolving Credit Exposure exceeding such Lender’s Dollar U.S. Commitment, (ii) the sum of the total U.S. Revolving Credit Commitment and Exposures exceeding the total U.S. Commitments or (iii) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow U.S. Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Japanese Lender agrees to make Multicurrency revolving loans (“Japanese Revolving Loans to the Borrower, in Dollars or any Alternative Currency, at any time and Loans”) 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 to the Multicurrency Revolving Credit Commitment of such Lender Japanese Borrower and the termination of the Multicurrency Revolving Credit Commitment of such Lender U.S. Borrower in accordance with the terms hereof, Japanese Yen or Dollars in an aggregate principal amount at any time outstanding that would will not result in (i) such Lender’s Japanese Revolving Credit Exposure exceeding such Lender’s Japanese Commitment, (ii) the sum of the total Japanese Revolving Credit Exposures exceeding the total Japanese Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, any Japanese Borrower and the U.S. Borrower may borrow, prepay and reborrow the Japanese Revolving Loans.
(c) Subject to the terms and conditions set forth herein, each Multicurrency Lender agrees to make revolving loans (“Multicurrency Revolving Loans”) from time to time during the Revolving Availability Period to the European Borrower and the U.S. Borrower in a Committed Currency or Dollars in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the sum of the total Multicurrency Revolving Credit CommitmentExposures exceeding the total Multicurrency Commitments or (iii) the sum of the total Revolving Credit Exposure plus the total Competitive Loan 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 European Borrower and the U.S. 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 Multicurrency 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
Commitments. (a) Subject to the terms and conditions and relying upon the representa- tions and warranties herein set forth hereinforth, each Lender and each Fronting Bank (as applicable) agrees, severally and not jointly, as follows:
(i) each Lender 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 A Loans to the Borrower, in Dollars, any 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 Tranche A Commitment Termination Date with respect up to the Dollar Revolving Credit Commitment amount of such Lender and Lender's Tranche A Available Commitment, each Fronting Bank agrees to issue Tranche A Letters of Credit for the termination account 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, Borrower at any time and from time to time on or after the Second Restatement Date, and until the earlier of fifth Business Day preceding the Revolving Credit Maturity Tranche A Commitment Termination 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 stated amount at any time outstanding that would not result to exceed such Fronting Bank's Tranche A LC Fronting Bank Commitment, and each Lender agrees to purchase participations in such Revolving Letters of Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within the limits as more fully set forth in Section 2.17; (ii) each Lender agrees to make Tranche B Loans to any Borrower at any time and from time to time until the Tranche B Commitment Termination Date up to the amount of such Lender's Tranche B Available Commitment, each Fronting Bank agrees to issue Tranche B Letters of Credit for the account of any Borrower at any time and from time to time until the fifth Business Day preceding sentence the Tranche B Commitment Termination Date in an aggregate stated amount at any time outstanding not to exceed such Fronting Bank's Tranche B LC Fronting Bank Commitment, and each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.17; and (iii) each Lender agrees to make Tranche C Loans to any Borrower at any time and from time to time until the Tranche C Commitment Termination Date up to the amount of such Lender's Tranche C Available Commitment, each Fronting Bank agrees to issue Tranche C Letters of Credit for the account of any Borrower at any time and from time to time until the fifth Business Day preceding the Tranche C Available Commitment Date in an aggregate stated amount at any time outstanding not to exceed such Fronting Bank's Tranche C LC Fronting Bank Commitment, and each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.17. Notwithstanding the foregoing, at no time shall (A) the Outstanding Credits for any Tranche exceed the aggregate amount of the Lenders' Commitments for such Tranche, (B) any Lender's Outstanding Credits for any Tranche exceed the amount of such Lender's Commitment for such Tranche, (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Credits for any Tranche to exceed the aggregate amount of the Lenders' Commitments for such Tranche, or (y) the aggregate LC Outstandings for such Tranche relating to such Fronting Bank to exceed such Fronting Bank's LC Fronting Bank Commitment for such Tranche and (D) any Extension of Credit be made to Delivery if such Extension of Credit would cause the amount of Outstanding Credits to Delivery to exceed $2,800,000,000.
(b) Within the foregoing limits, the Borrowers may borrow, pay or prepay Loans of any Tranche and request new Extensions of Credit of any Tranche on and after the date hereof and prior to the Applicable Commitment Termination 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
Commitments. Subject to the terms and conditions herein:
(a) Subject each Term A Lender agrees, severally and not jointly, to make a Term A Loan to Borrowers on the Closing Date in a principal amount not to exceed its Term A Commitment,
(b) each Term B Lender agrees, severally and not jointly, to make a Term B Loan to Borrowers on the Closing Date in a principal amount not to exceed its Term B Commitment,
(c) each Revolving Lender agrees to make Revolving Loans to Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Revolving Commitment, each determined at the time of such Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Revolving Loans, and
(d) each First Amendment Refinancing Term Lender agrees, severally and not jointly, (i) agrees to make a Tranche D First Amendment Refinancing Term LoanLoan in Dollars to Borrowers (or, in Dollarsthe case of a First Amendment Converting Refinancing Term Lender, to the Borrower convert, exchange or roll its First Amendment Refinanced Term Loan for a First Amendment Refinancing Term Loan in an equal principal amount) 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 Amendment 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 equal to its First Amendment Refinancing Term Loan Commitment. Each First Amendment Refinancing Term Commitment will terminate in full upon the making of the related First Amendment Refinancing Term Loan (or conversion, exchange or roll of First Amendment Refinanced Loan, as applicable). Substantially simultaneously with the borrowing of First Amendment Refinancing Term Loans, Borrowers shall fully prepay 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 First Amendment Refinanced Term Loans, together with accrued and (iii) to make Multicurrency Revolving Loans unpaid interest thereon to the BorrowerAmendment Effective Date; provided that each First Amendment Converting Refinancing Term Lender irrevocably agrees to accept, in Dollars or any Alternative Currency, at any time and from time to time on or after lieu of cash for 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 outstanding 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 Commitmentof its First Amendment Refinanced Term Loan so prepaid, delivery from Borrowers on the Amendment Effective Date of an equal principal amount of First Amendment Refinancing Term Loans. Within the limits set forth in the preceding sentence Each First Amendment Refinancing Term Loan shall constitute a “Refinancing Term Loan” and subject to the terms, conditions a “Term B Loan” and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving LoansTerm Loan for all purposes of this Agreement. Amounts paid or prepaid in respect of any 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
Samples: Credit Agreement (TiVo Corp)
Commitments. Subject to the terms and conditions set forth herein and in the First Restatement Agreement, each Lender (a) Subject has made Tranche A Term Loans denominated in dollars to the Borrower as set forth in the First Restatement Agreement, (b) [reserved], (c) 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 (d) 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. 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
Samples: Credit Agreement (Allegion PLC)
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
Samples: 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
Samples: 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
Commitments. (a) Subject to the terms and conditions set forth herein, :
(a) each Tranche B Lender agrees, severally and not jointly, (i) agrees to make a Tranche D B Term Loan, in Dollars, Loans to the Borrower in U.S. Dollars on the Second Restatement Date, Effective Date from its U.S. Lending Office in a principal amount not equal to exceed 99.0% of its Tranche D B Term Loan Commitment (and the remaining 1.0% of each Tranche B Lender’s Tranche B Term Loan Commitment shall be retained by such Tranche B Lender); provided, that for the avoidance of doubt, the principal amount of each Tranche B Term Loan made hereunder shall be an amount equal to 100% of the applicable Tranche B Lender’s Tranche B Term Loan Commitment, ;
(iib) to make Dollar each Revolving Loans to the Borrower, in Dollars, at any time and Facility Lender agrees 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 to make Revolving Facility Loans in U.S. Dollars 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, Borrower from its U.S. Lending Office 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 Facility Exposure exceeding such Lender’s Incremental Revolving Credit Facility 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 or an Incremental Revolving Facility Commitment 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 to the Borrower and/or Incremental Revolving Facility Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Incremental Revolving Facility Commitment, as the case may be; and
(d) within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. Amounts paid or prepaid repaid in respect of Incremental Term Loans may not be reborrowed.
Appears in 1 contract
Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, agrees (i) to make a Tranche D Term Loan(A) Global Revolving Facility Loans denominated in Dollars or Foreign Currencies to the U.S. Borrower from its U.S. Lending Office or Global Lending Office, as applicable, and (B) Global Revolving Facility Loans denominated (1) in Dollars to Foreign Subsidiary Borrowers from its U.S. Lending Office or Global Lending Office (as requested by the applicable Borrower) or (2) in Foreign Currencies to Foreign Subsidiary Borrowers from its Global Lending Office, in Dollars, the case of clauses (A) and (B) from time to time during the Borrower on the Second Restatement Date, Availability Period in a an aggregate principal amount that will not to exceed its Tranche D Term Loan Commitmentresult in (1) such Lender’s Global Revolving Facility Credit Exposure exceeding (x) such Lender’s Global Revolving Facility Commitment minus (y) such Lender’s Ancillary Commitment or (2) the Global Revolving Facility Credit Exposure exceeding (x) the total Global Revolving Facility Commitments minus (y) the total Ancillary Commitments, and (ii) to make Dollar U.S. Revolving Facility Loans denominated in Dollars to the Borrower, in Dollars, at any time and U.S. Borrower from its U.S. Lending Office 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 U.S. Revolving Facility Credit Exposure exceeding such Lender’s Dollar U.S. Revolving Facility Commitment or (B) the U.S. Revolving Facility Credit Commitment Exposure exceeding the total U.S. Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.
(iiib) Subject to the terms and conditions set forth herein, at the Effective Funding Time (i) each Lender agrees to make Multicurrency Revolving Tranche A-1 Term Loans to the Borrower, U.S. 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 a principal amount equal to the Multicurrency Revolving Credit Tranche A-1 Term Loan Commitment of such Lender and (ii) each Lender agrees to make Tranche B-1 Term Loans to the termination of U.S. Borrower in a principal amount equal to the Multicurrency Revolving Credit Tranche B-1 Term Loan Commitment of such Lender in accordance with Lender.
(c) At the terms hereofEffective Funding Time, in an aggregate principal amount at any time outstanding that would not result in such all Tranche A Term Loans, Tranche B Term Loans, Tranche B-2 Term Loans, Tranche E Term Loans and Existing Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Commitment. Within Loans will be repaid and the limits set forth Commitments (as defined 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. Existing Credit Agreement) shall be terminated.
(d) 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
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
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
Samples: 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
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 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 no Borrowing of Multicurrency Loans shall be made if, immediately after giving effect thereto, (y) the Dollar Amount of Multicurrency Loans of any Multicurrency Lender would not result in exceed its Multicurrency Commitment at such Revolving Credit Lender’s time or (z) the Dollar Amount of the aggregate outstanding Multicurrency Revolving Credit Exposure exceeding Loans would exceed the aggregate Multicurrency Commitments at such Lender’s Multicurrency Revolving Credit Commitmenttime. 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 “Swingline Loan,” and collectively, the “Swingline Loans”) 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 Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Dollar Loans made by the Swingline Lender 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 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 Lender is at such time a Defaulting Lender hereunder, unless the aggregate Swingline Exposure of such Lender has been reallocated pursuant to Section 2.21(c)(i) and any amount not 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 Swingline 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
Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees, severally and not jointly, (i) to make re-evidence and/or fund a Tranche D Term Loan, in Dollars, Loan to the Term Loan Borrower on the Second Restatement Date, Date in a principal amount not to exceed its Tranche D Term Loan Commitment, and all Term Loans under the Original Credit Agreement and outstanding on the Restatement Date shall be re-evidenced as Term Loans hereunder, (iib) each Revolving Credit Lender agrees, severally and not jointly, to make Dollar re-evidence and/or fund Revolving Loans to the Borrower, in DollarsRevolving Loan Borrowers, at any time and from time to time on or after the Second Restatement Date, Date and until the earlier of the Revolving Credit Maturity Date with respect to and the Dollar termination of the 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, and all Revolving Loans and Revolving Credit Commitments under the Original Credit Agreement outstanding on the Restatement Date shall be re-evidenced as Revolving Loans and Revolving Credit Commitments hereunder, and (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or fund its Credit-Linked Deposit with the Administrative Agent on the Restatement Date in accordance with Section 2.24, and all Credit-Linked Deposits under the Original Credit Agreement and outstanding on the Restatement Date shall be re-evidenced as Credit-Linked Deposits hereunder. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower Revolving Loan 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
Samples: Credit Agreement (NRG Energy, 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
Samples: Credit Agreement (Dole Food Co Inc)
Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agreesseverally, 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, Borrower in Dollars, Dollars at any time and from time to time on or and after the Second Restatement Effective Date, and until the earlier of the 2021 Refinancing Revolving Credit Maturity Date with respect to and the Dollar termination of the 2021 Refinancing 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 2021 Refinancing Revolving Loans, the Outstanding Amount of such 2021 Refinancing Revolving Credit Lender’s Dollar 2021 Refinancing Revolving Credit Exposure exceeding shall not exceed such 2021 Refinancing 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 2021 Refinancing 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 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 Additional Revolving 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
Samples: First Lien Credit Agreement (Shift4 Payments, 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
Samples: First Lien Credit Agreement (Shift4 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
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
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 Restatement Date and on the Delayed Draw Funding Date, in an aggregate principal amount for all such Tranche A Loans not to exceed its Tranche A Commitment, (ii) Tranche B Loans to the Borrower U.S. Borrower, in dollars, on the Second Restatement Date, in a an aggregate principal amount not to exceed its Tranche D Term Loan B Commitment, (iiiii) 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, 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 exceeding such Lender’s Dollar Domestic Revolving Credit Commitment and Commitment, (iiiiv) 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, 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 (v) 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 Restatement 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 1 contract
Samples: Amendment and Restatement Agreement (Cbre Group, Inc.)
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
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
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.;
(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;
(f) with respect to each Converted Term A Loan of each Amendment No. Amounts paid or prepaid in 1 Consenting Lender, a principal amount of such Converted Term A Loan equal to (x) the Converted Deferred Term A-1 Loan Amount thereof, shall be converted into a Deferred Term A-1 Loan of like principal amount on the Amendment No. 1 Effective Date and (y) the remaining principal amount of such Converted Term A Loan after giving effect to the conversion pursuant to subclause (x) above, shall be converted into a Term A-2 Loan on the Amendment No. 1 Effective Date;
(g) with respect to each Converted Term A-1 Loan of Incremental each Amendment No. 1 Consenting Lender, a principal amount of such Converted Term Loans may not A-1 Loan equal to (x) the Converted Deferred Term A-1 Loan Amount thereof, shall be reborrowedconverted into a Deferred Term A-1 Loan of like principal amount on the Amendment No. 1 Effective Date and (y) the remaining principal amount of such Converted Term A-1 Loan after giving effect to the conversion pursuant to subclause (x) above, shall be converted into a Term A-2 Loan on the Amendment No. 1 Effective Date; and
(h) the Converted Deferred Term A Loan of each Amendment No. 1 Consenting Lender shall be converted into a Deferred Term A-1 Loan of like principal amount on the Amendment No. 1 Effective.
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
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
Samples: 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
Samples: Credit Agreement (Allegion PLC)
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 LenderLxxxxx’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
Samples: Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.)
Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, as follows:
(ia) each U.S. Revolving Credit Lender agrees, severally and not jointly, 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 U.S. Revolving Loans to the U.S. 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 hereofAvailability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Revolving Credit Lender’s Dollar 's U.S. Revolving Credit Exposure ( plus the aggregate amount of such Lender's EUR Revolving Credit Exposure and PHP Revolving Credit Exposure) exceeding such Lender’s Dollar 's U.S. Revolving Commitment, or (ii) the sum of the total Revolving Credit Commitment 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 Revolving Loans;
(iiib) each EUR Revolving Credit Lender agrees, severally and not jointly, to make Multicurrency EUR Revolving Loans to the U.S. Borrower, in Dollars or any Alternative Currency, 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 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 such time outstanding that would will not result in (i) such Revolving Credit Lender’s Multicurrency 's EUR Revolving Credit Exposure exceeding such Lender’s Multicurrency 's EUR Revolving Commitment, (ii) such Lender's U.S. Revolving Credit CommitmentExposure exceeding such Lender's U.S. Revolving Commitment or (iii) the sum of the total Revolving Credit Exposures ( plus the aggregate amount of such Lender's EUR Revolving Credit Exposure and PHP Revolving Credit Exposure) 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 EUR Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.; and
(bc) Each Lender having an Incremental each PHP Revolving Credit Commitment hereby Lender 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 PHP Revolving Loans to SWM Philippines, at any time and from time to time during the BorrowerAvailability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Lender’s Incremental 's PHP Revolving Credit Exposure exceeding such Lender’s Incremental 's PHP Revolving Commitment, (ii) such Lender's U.S. Revolving Credit CommitmentExposure ( plus the aggregate amount of such Lender's EUR Revolving Credit Exposure and PHP Revolving Credit Exposure) exceeding such Lender's U.S. Revolving Commitment or (iii) 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 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
Samples: Credit Agreement (Schweitzer Mauduit International 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 CommitmentCommitment,[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
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 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
Samples: Credit Agreement (NRG Energy, Inc.)
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 or Euros ("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 1 contract
Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Tranche A Lender agrees, severally and not jointly, (i) to make a Tranche D Term Loan, in Dollars, A 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 and after the Second Restatement Date, 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 hereofTranche A Termination Date, in an aggregate principal amount at any time outstanding that will not result in such Revolving Credit Lender’s Dollar Revolving Credit Exposure exceeding to exceed such Lender’s Dollar Revolving Credit Tranche A Commitment minus the sum of such Lender’s Tranche A Percentage of the current L/C Exposure, subject, however, to the condition that at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Tranche A Loans plus (B) the then current L/C Exposure exceed (ii) the Total Tranche A Commitment. During the Tranche A Commitment Period, the Borrower may use the Tranche A Commitments of the Lenders by borrowing, prepaying the Tranche A Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Borrowings of Tranche A Loans shall be made ratably based on the then applicable Tranche A Percentages.
(iiib) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Tranche B Lender agrees, severally and not jointly, to make Multicurrency Revolving Tranche B Loans to the Borrower, Borrower in Dollars or any Alternative CurrencyDollars, at any time and from time to time on or and after the Second Restatement Date, Closing 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 hereofTranche B Termination Date, in an aggregate principal amount at any time outstanding that would not result in such Revolving Credit Lender’s Multicurrency Revolving Credit Exposure exceeding to exceed such Lender’s Multicurrency Revolving Credit Tranche B Commitment, subject, however, to the condition that at no time shall (i) the outstanding aggregate principal amount of all Tranche B Loans exceed (ii) the Total Tranche B Commitment. Within During the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth hereinTranche B Commitment Period, the Borrower may borrowuse the Tranche B Commitments of the Lenders by borrowing, pay prepaying the Tranche B Loans in whole or prepay in part, and reborrow Revolving Loans. Amounts paid or prepaid reborrowing, all 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 accordance with the terms and subject to conditions hereof. All Borrowings of Tranche B Loans shall be made ratably based on the conditions set forth herein and in the then 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 LoansTranche B Percentages.
(c) Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on No Borrowing may be made under the terms and subject Tranche B Facility if there is unused available Borrowing capacity under the Tranche A Facility.
(d) The Commitments of the Lenders may be terminated or reduced from time to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, time pursuant to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid Section 2.13 or prepaid in respect of Incremental Term Loans may not be reborrowedArticle 7.
Appears in 1 contract
Samples: Credit Agreement (PHH Corp)
Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, (a) each Term Lender having a Term Loan Commitment on the Closing Date has made a Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Term Loan Commitment on such date, (b) each Term Lender having a Term Loan Commitment on the Amendment Effective Date agrees, severally and not jointly, to make a Term Loan to the Borrower on a single date specified by the Borrower that is prior to the Additional Term Loan Commitment Termination Date in a principal amount not to exceed its Term Loan Commitment, (c) each Incremental Term Lender which shall provide an Incremental Term Loan Commitment pursuant to Section 2.24 agrees, severally and not jointly, to make an Incremental Term Loan to the Borrower in a principal amount not to exceed its Incremental Term Loan Commitment and (d) 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, 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 Revolving Credit Maturity Date with respect to and the Dollar termination of the 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 (d) 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
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 Parent 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 Initial Revolving Loans to the Borrower, applicable Borrowers in Dollars, Dollars or any Alternate Currency validly established after the Closing Date 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 applicable 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
Samples: Credit Agreement (Ryman Hospitality Properties, 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 Term Loan, in Dollars, Loan to the Borrower on the Second Restatement Date, Date in a principal amount not to exceed its Tranche D Term Loan Commitment, (iib) if such Lender has so committed pursuant to Section 2.24, to make Dollar Revolving Incremental Term Loans to the Borrower, in Dollarsan aggregate principal amount not to exceed its Incremental Term Loan Commitment, (c) to fund its Credit-Linked Deposit on the Restatement Date in an amount not to exceed its PF L/C Commitment and (d) to make Revolving Loans to the Borrower, 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 (d) 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 . Letter of Credit Commitment hereby agreesFacility Loans may be prepaid without reducing the related Letter of Credit Facility Commitments; provided, severally and not jointlyhowever, on the terms and subject to the conditions set forth herein and in the applicable Incremental Revolving that Letter of 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 Facility Loans may not be reborrowedreborrowed as such. Holdings, the Borrower and the Lenders acknowledge the making of Revolving Loans prior to the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans, if any, outstanding on the Restatement Date shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Buffets 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 Xxxxxx's Revolving Credit Exposure exceeding such Lender’s Dollar Xxxxxx'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
Samples: Credit Agreement (Pacificorp /Or/)