Common use of Lender’s Commitment Clause in Contracts

Lender’s Commitment. (a) Each Loan requested by, or on behalf of, the Company in a Borrowing Request shall be made by the Lender Groups as follows: (i) during any Pro Rata Funding Period, in an amount equal to such Lender Group’s Pro Rata Share of each Loan requested; and (ii) during any Non-Pro Rata Funding Period, (A) first, so long as the aggregate outstanding principal amount of Loans funded by the Lender Group specified by the Company in the Borrowing Request (the “Funding Lender Group”) as of the proposed Borrowing Date is less than the aggregate Commitments of the Lenders in such Lender Group, the Funding Lender Group shall make Loans in the amount of each Loan requested until the aggregate outstanding principal amount of Loans funded by the Funding Lender Group is equal to the aggregate Commitments of the Lenders in such Lender Group, and (B) second, if the aggregate outstanding principal amount of Loans funded by the Funding Lender Group after giving effect to clause (A) above is equal to the aggregate Commitments of the Lenders in such Funding Lender Group, the other Lender Group (the “Non-Funding Lender Group”) shall make Loans in the amount of each Loan requested until the aggregate outstanding principal amount of Loans funded by the Non-Funding Lender Group is equal to the aggregate Commitments of the Lenders in the Non-Funding Lender Group. The Conduit Lender, if any, in each such Lender Group may fund, and if not, the Committed Lenders members of such Lender Group shall fund, such Loan in the amounts set forth above. (b) The obligations of any Committed Lender to make Loans hereunder are several from the obligations of any other Committed Lenders. The failure of any Committed Lender to make Loans hereunder shall not release the obligations of any other Committed Lender to make Loans hereunder, but no Committed Lender shall be responsible for the failure of any other Committed Lender to make any Loan hereunder. (c) Notwithstanding anything herein to the contrary, (i) a Conduit Lender shall not be obligated to fund any Loan under any circumstances and (ii) a Committed Lender shall not be obligated to fund any Loan: (i) at any time on or after the Facility Termination Date; (ii) at any time a Facility Event has occurred and is continuing or would arise as a consequence of making such Loan; or (iii) if, after funding such Loan, the aggregate outstanding principal amount of Loans funded by such Committed Lender would exceed such Committed Lender’s Available Commitment. (d) On each Non-Pro Rata Funding Period Termination Date, the Lender Groups shall make such assignments of Loans among themselves as of such date so that, after giving effect to such assignments of such Loans, each Lender Group is holding its Pro Rata Share of the Aggregate Principal Balance of Loans outstanding.

Lender’s Commitment. (a) Each Loan requested by, or on behalf ofOn the terms and subject to the conditions set forth in this Agreement, the Company Lender agrees to make loans to the Borrower on a revolving basis from time to time (the “Lender’s Commitment”) before the Commitment Termination Date in a Borrowing Request shall such amounts as may be made from time to time requested by the Lender Groups as follows: (i) during any Pro Rata Funding PeriodBorrower pursuant to Section 2.2; provided, in an amount equal to such Lender Group’s Pro Rata Share of each Loan requested; and (ii) during any Non-Pro Rata Funding Periodhowever, (A) first, so long as that the aggregate outstanding principal amount of Loans funded by all Advances from time to time outstanding hereunder shall not exceed the Lender Group specified by lesser of (x) the Company in Facility Limit and (y) the Borrowing Request (Base. Within the “Funding Lender Group”) as limits of the proposed Borrowing Date is less than Lender’s Commitment and the aggregate Commitments of the Lenders in such Lender GroupFacility Limit, the Funding Lender Group shall make Loans in the amount of each Loan requested until the aggregate outstanding principal amount of Loans funded by the Funding Lender Group is equal to the aggregate Commitments of the Lenders in such Lender Group, Borrower may borrow and (Bsubject to Section 4.1(a)) second, if the aggregate outstanding principal amount of Loans funded by the Funding Lender Group after giving effect to clause (A) above is equal to the aggregate Commitments of the Lenders in such Funding Lender Group, the other Lender Group (the “Non-Funding Lender Group”) shall make Loans in the amount of each Loan requested until the aggregate outstanding principal amount of Loans funded by the Non-Funding Lender Group is equal to the aggregate Commitments of the Lenders in the Non-Funding Lender Group. The Conduit Lender, if any, in each such Lender Group may fund, prepay and if not, the Committed Lenders members of such Lender Group shall fund, such Loan in the amounts set forth abovereborrow under this Section 2.1. (b) The obligations Borrower shall have the right to send to the Administrator after the Closing Date, a notice of any Committed Lender increase in the Facility Limit (each a “Facility Increase Notice”) requesting (i) an increase in the Maximum Facility Limit (each such increase, a “Facility Increase”), in a principal amount not to make Loans hereunder are several exceed (x) $50,000,000 in the aggregate for all Facility Increases; provided, however, that no Facility Increase shall be effective (A) until the Facility Increase Date (as defined below) and (B) unless (1) Jarden has delivered notice to the Administrator that it has received approval from the obligations lenders under existing revolving credit facility, (2) the Borrower has paid all fees then due and owing under all Fee Letter, and (3) each of any other Committed Lenders. The failure the conditions precedent in Section 2.1(c) is satisfied as of any Committed Lender to make Loans hereunder shall not release the obligations of any other Committed Lender to make Loans hereunder, but no Committed Lender shall be responsible for the failure of any other Committed Lender to make any Loan hereunderapplicable Facility Increase Date (hereinafter defined). (c) Notwithstanding anything herein to Each Facility Increase shall become effective on a date agreed by the contraryBorrower and the Administrator (each, a “Facility Increase Date”), which shall be in any case no sooner than 10 Business Days after the date the related Facility Increase Notice is received by the Administrator; provided, however, that no Facility Increase shall become effective unless, as of the applicable Facility Increase Date, each of the following conditions precedents is satisfied: (i) a Conduit Lender shall not be obligated to fund any Loan under any circumstances and (ii) a Committed Lender shall not be obligated to fund any Loan: (i) at any time on no Significant Event or after the Facility Termination Date; (ii) at any time a Facility Unmatured Significant Event has occurred and is continuing continuing; (ii) the representations and warranties contained in Article VIII are true and correct in all material respects as, with the same effect as though made on the Facility Increase Date (provided that the materiality threshold in this clause (ii) shall not be applicable with respect to any representation or would arise as warranty which itself contains a consequence of making such Loanmateriality threshold); or (iii) if, after funding such Loanthe Commitment Termination Date shall not have occurred; and (iv) each of the Lock-Box Accounts shall be in the Borrower’s name and the Lock-Box Accounts shall be subject to valid and perfected first priority security interest in favor of the Administrator for the benefit of the Secured Parties. By sending a Facility Increase Notice, the aggregate outstanding principal amount of Loans funded by such Committed Lender would exceed such Committed Lender’s Available Commitment. Borrower shall be deemed to have represented and warranted that items (di), (ii), (iii) and (iv) in the preceding sentence are true and correct. On the terms and subject to the conditions set forth above, on each Non-Pro Rata Funding Period Termination Facility Increase Date, the Lender Groups Lender’s Commitment shall make increase by an amount equal to the Facility Increase for such assignments of Loans among themselves as of such date so that, after giving effect to such assignments of such Loans, each Lender Group is holding its Pro Rata Share of the Aggregate Principal Balance of Loans outstandingdate.