Second Amendment Effective Date Term Loan Commitments Clause Samples

Second Amendment Effective Date Term Loan Commitments. (i) Holdings, the Borrower, each other Credit Party, the Administrative Agent and the Lenders acknowledge and agree that under the Existing Credit Agreement, the aggregate principal balance of all Obligations owing by Holdings, the Borrower and the other Credit Parties on the Second Amendment Effective Date (without giving effect to the Second Amendment) (the “Existing Principal Obligations”) is $547,250,000.27 (exclusive of interest, fees and expenses). Holdings, Borrower and each other Credit Party acknowledge and agree that all Obligations outstanding as of the Second Amendment Effective Date (including the Existing Principal Obligations) constitute valid and binding obligations of Holdings, Borrower and the other Credit Parties and are not subject to offset, counterclaim, defense or recoupment of any kind. All interest, fees and expenses together with all other Obligations outstanding under the Existing Credit Agreement (including the Existing Principal Obligations) which remain unpaid and outstanding as of the Second Amendment Effective Date shall be in all respects continuing and remain outstanding and payable under this Agreement and the other Credit Documents, with only the terms thereof being modified from and after the Second Amendment Effective Date as set forth in this Agreement and the other Credit Documents. Holdings, the Borrower, each other Credit Party, the Administrative Agent and the Lenders acknowledge that all Delayed Draw Term Loans under and as defined in the Existing Credit Agreement together with all interests, fees and expenses relating to the Delayed Draw Term Loans were repaid or paid in full on February 28, 2013. (ii) Subject to the terms and conditions hereof, each Lender with a Second Amendment Effective Date Term Loan Commitment severally agrees to make, on the Second Amendment Effective Date, a Second Amendment Effective Date Term Loan to Borrower in an amount equal to the amount of such Lender’s Second Amendment Effective Date Term Loan Commitment. Borrower may make only one borrowing under the Second Amendment Effective Date Term Loan Commitment of each Lender, which shall be on the Second Amendment Effective Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10(a) and 2.11, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date. Each Lender’s Second Amendment Effective Date Term Loan Commitmen...