Commitment of the Lenders. (a) Upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case to the following limitations: (i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Borrowing Amount at such time; (ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling; (iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment; (iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and (v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceiling. (b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c).
Appears in 2 contracts
Sources: Credit Agreement (Books a Million Inc), Credit Agreement (Books a Million Inc)
Commitment of the Lenders. (a) Upon Each Revolving Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Revolving Loans and the Issuing Bank agrees to issue Letters of Credit, in Dollars to or for the benefit of the BorrowersBorrowers subject, subject in each case case, to the following limitations:
(i) Total Outstandings (other than as a result the aggregate outstanding amount of any Permitted Overadvance) the Revolving Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Excess Availability to be less than zero;
(ii) No Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries; provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) no Lender shall be obligated to make any Revolving Credit Extension to the BorrowersBorrowers in excess of such Lender’s Tranche A Commitment or Tranche A-1 Commitment, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceilingas applicable;
(iiiiv) No Lender (other than the Lender acting as aggregate outstanding amount of the Swingline Lender) Tranche A Credit Extensions shall be obligated to make any Credit Extension to not exceed the Borrowers, if after giving effect to such Credit Extension, the sum lesser of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus Tranche A Commitments and (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s CommitmentTranche A Borrowing Base;
(ivv) The Issuing Bank the aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of (A) the Tranche A-1 Commitments and (B) Incremental Availability;
(vi) the Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the lesser of the Tranche A-1 Commitments or Incremental Availability (to the extent that such Tranche A-1 Commitments have not been terminated);
(vii) subject to all of the other provisions of this Agreement, Revolving Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date;
(viii) no new Credit SublimitExtensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date; and
(vix) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of Credit Extensions in favor of (A) all Swingline Loans Caribbean Borrowers in the aggregate shall not exceed the Swingline Loan Ceiling$100,000,000 and (B) any Caribbean Borrower individually shall not exceed $50,000,000.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in All Tranche A-1 Credit Extensions shall be Tranche A-1 Loans and all Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(cshall constitute Tranche A Credit Extensions.
(c) are several and not jointExcept as provided in Section 2.01(a)(vi), each Borrowing of Revolving Loans by the Borrowers shall be made by the Revolving Lenders in accordance with their Pro Rata Shares of their respective Tranche A Commitments or Tranche A-1 Commitments, as applicable. The failure of any Lender to make any Loan, Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 2 contracts
Sources: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions in Dollars to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than Except as a result provided in SECTION 2.05, the aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided, further, that any Letter of Credit issued for the benefit of any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Foreign Subsidiary;
(iii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of that would result in such Lender’s Credit Exposure in respect of any Class of Revolving Credit Loans plus (B) an amount equal to at such time exceeding such Lender’s Commitment Percentage in respect of the aggregate principal amount such Class of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s CommitmentRevolving Loans;
(iv) The Issuing Bank Except as provided in SECTION 2.05, the aggregate outstanding amount of the Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit SublimitLoan Cap; and
(v) The Swingline Lender shall not Subject to all of the other provisions of this Agreement, Revolving Loans to the Borrowers that are repaid may be obligated reborrowed prior to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Each Borrowing of Loans by the Borrowers (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitment Percentages. The failure of any Lender to make any Loan, Revolving Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 2 contracts
Sources: Credit Agreement (Michaels Companies, Inc.), Credit Agreement (Michaels Companies, Inc.)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings The initial Revolving Credit Loans to be made on the Closing Date to the Lead Borrower to consummate the VH Acquisition shall not exceed $125,000,000, plus any additional amounts necessary to fund any seasonal working capital, amounts attributable to variations from projected working capital and/or any purchase price adjustments due to working capital fluctuations.
(other than as a result ii) The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(iiiii) Letters of Credit shall be available from the Issuing Banks to the Borrowers, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iv) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender Subject to all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date. No new Credit Extensions (other than Permitted Overadvances) shall not be obligated made to make any Swingline Loan, if the Borrowers after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitments. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 2 contracts
Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided further that any Letter of Credit issued for the benefit of any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Foreign Subsidiary;
(iii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Tranche A Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandingsor FILO Commitment, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitmentas applicable;
(iv) The Issuing Bank aggregate outstanding amount of the Tranche A Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of Credit Sublimit; andthe Tranche A Commitments or the Tranche A Borrowing Base;
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of all Swingline Loans the FILO Credit Extensions shall not exceed the Swingline Loan Ceiling.lesser of the FILO Commitments or Incremental Availability;
(bvi) The obligations Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the Lenders hereunder lesser of the FILO Commitments or Incremental Availability (to make Loansthe extent that such FILO Commitments have not been terminated). Except as otherwise provided in SECTION 2.13(f), to fund participations in all FILO Credit Extensions shall be FILO Loans and all Letters of Credit and Swingline Loans and shall constitute Tranche A Credit Extensions; and
(vii) Subject to make payments pursuant all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date.
(b) Except as provided in SECTION 9.04(c2.01(a)(vi), each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) are several and not jointshall be made by the Lenders pro rata in accordance with their respective Tranche A Commitments or FILO Commitments, as applicable. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 2 contracts
Sources: Credit Agreement (Gymboree Corp), Credit Agreement (Gym-Card, LLC)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the BorrowersBorrowers subject, subject in each case case, to the following limitations:
(i) Total Outstandings (other than as a result the aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Excess Availability to be less than zero;
(ii) No Letters of Credit shall be available from the Issuing Bank to the Borrowers and their Restricted Subsidiaries; provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) no Lender shall be obligated to make any Credit Extension to the BorrowersBorrowers in excess of such Lender’s Tranche A Commitment or Tranche A-1 Commitment, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceilingas applicable;
(iiiiv) No Lender (other than the Lender acting as aggregate outstanding amount of the Swingline Lender) Tranche A Credit Extensions shall be obligated to make any Credit Extension to not exceed the Borrowers, if after giving effect to such Credit Extension, the sum lesser of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus Tranche A Commitments and (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s CommitmentTranche A Borrowing Base;
(ivv) The Issuing Bank the aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of (A) the Tranche A-1 Commitments and (B) Incremental Availability;
(vi) the Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the lesser of the Tranche A-1 Commitments or Incremental Availability (to the extent that such Tranche A-1 Commitments have not been terminated);
(vii) subject to all of the other provisions of this Agreement, Revolving Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date;
(viii) no new Credit SublimitExtensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date; and
(vix) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of Credit Extensions in favor of (A) all Swingline Loans Caribbean Borrowers in the aggregate shall not exceed the Swingline Loan Ceiling$100,000,000 and (B) any Caribbean Borrower individually shall not exceed $50,000,000.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in All Tranche A-1 Credit Extensions shall be Tranche A-1 Loans and all Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(cshall constitute Tranche A Credit Extensions.
(c) are several and not jointExcept as provided in Section 2.01(a)(vi), each Borrowing of Revolving Loans by the Borrowers shall be made by the Lenders pro rata in accordance with their respective Tranche A Commitments or Tranche A-1 Commitments, as applicable. The failure of any Lender to make any Loan, Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 2 contracts
Sources: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total The initial Revolving Credit Loans to be made on the Closing Date to the Lead Borrower to consummate the VH Acquisition shall not exceed $125,000,000, plus any additional amounts necessary to fund any seasonal working capital, amounts attributable to variations from projected working capital and/or any purchase price adjustments due to working capital fluctuations.
(ii) The aggregate outstanding amount of the Credit Extensions to the Borrowers shall not at any time cause Excess Availability to be less than zero;
(iii) Letters of Credit shall be available from the Issuing Banks to the Borrowers, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(other than as a result iv) The aggregate outstanding amount of any Permitted Overadvance) the Extended Credit Extensions shall not at any time exceed the Maximum Borrowing Amount at such timeExtended Total Commitments;
(iiv) The aggregate outstanding amount of the Non-Extended Credit Extensions shall not at any time exceed the Non-Extended Total Commitments;
(vi) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(vvii) The Swingline Lender Subject to all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Extended Termination Date. No new Credit Extensions (other than Permitted Overadvances) shall not be obligated made to make any Swingline Loan, if the Borrowers after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingExtended Termination Date.
(b) The obligations Each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) shall be made by the Lenders pro rata as to the Extended Revolving Credit Facility and the Non-Extended Revolving Credit Facility and in accordance with the Commitments of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointLenders. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 2 contracts
Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Commitment of the Lenders. (a) Upon Each Revolving Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Revolving Loans and the Issuing Bank agrees to issue Letters of Credit, in Dollars to or for the benefit of the BorrowersBorrowers subject, subject in each case case, to the following limitations:
(i) Total Outstandings (other than as a result the aggregate outstanding amount of any Permitted Overadvance) the Revolving Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Excess Availability to be less than zero;
(ii) No Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries; provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) no Lender shall be obligated to make any Revolving Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender▇▇▇▇▇▇’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank the aggregate outstanding amount of the Revolving Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of (A) the Aggregate Revolving Commitments and (B) the Borrowing Base;
(v) [reserved];
(vi) [reserved];
(vii) subject to all of the other provisions of this Agreement, Revolving Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date;
(viii) no new Revolving Credit SublimitExtensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date; and
(vix) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of Revolving Credit Extensions in favor of (A) all Swingline Loans Caribbean Borrowers in the aggregate shall not exceed the Swingline Loan Ceiling$200,000,000 and (B) any Caribbean Borrower individually shall not exceed $100,000,000.
(b) The obligations [Reserved].
(c) Each Borrowing of Revolving Loans by the Borrowers shall be made by the Revolving Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their Pro Rata Shares. The failure of any Lender to make any Loan, Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) The Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;; and
(iv) The Issuing Bank shall not Subject to all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be obligated reborrowed prior to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitments. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Term Loan A Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each to make a term loan in the aggregate amount of up to $50,000,000 (collectively, the “Term Loan A”) to the Borrowers in a single drawing on the Closing Date in an amount equal to such Term Loan A Lender’s Term Loan A Commitment. The aggregate outstanding principal amount of the Term Loan A shall not at any time exceed the aggregate amount of the Term Loan A Commitments. The Term Loan A Commitments shall be terminated upon the funding on the Term Loan A on the Closing Date. Any portion of the Term Loan A that is repaid may not be reborrowed. Except as set forth in Section 2.8 and Section 2.16, any outstanding portion of the Term Loan A may be either a Prime Rate Loan or a LIBO Loan.
(b) Each Term Loan B Lender, severally and not jointly with any other Lender, agrees agrees, upon the terms and subject to the conditions herein set forth, to make Loans and a term loan in the Issuing Bank agrees aggregate amount of up to issue Letters of Credit$100,000,000 (collectively, the “Term Loan B”) to or for the benefit Borrowers in a single drawing on the Closing Date in an amount equal to such Term Loan B Lender’s Term Loan B Commitment. The aggregate outstanding principal amount of the Borrowers, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) Term Loan B shall not at any time exceed the Maximum Borrowing Amount at such time;
(ii) No Lender aggregate amount of the Term Loan B Commitments. The Term Loan B Commitments shall be obligated to make any Credit Extension to terminated upon the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed funding on the Revolving Credit Ceiling;
(iii) No Lender (other than Term Loan B on the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage Closing Date. Any portion of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall Term Loan B that is repaid may not be obligated to issuereborrowed. Except as set forth in Section 2.8 and Section 2.16, amend, any outstanding portion of the Term Loan B may be either a Prime Rate Loan or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline a LIBO Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceiling.
(bc) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The failure of any Lender to make any Loanits portion of the Term Loan A or the Term Loan B, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder as applicable, shall not neither relieve any other Lender of its corresponding obligation to do so on such datefund its portion of the Term Loan A or the Term Loan B, and no Lender shall be responsible for as applicable, in accordance with the failure provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Sources: Term Loan Agreement (GameStop Corp.)
Commitment of the Lenders. (a) Upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Borrowing Amount at such time;
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans Outstandings and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;; and
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceiling.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION Section 9.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION Section 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION Section 9.04(c).
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided further that any Letter of Credit issued for the benefit of Michaels of Canada, ULC or any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of Michaels of Canada, ULC or such Foreign Subsidiary;
(iii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Tranche A Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandingsor FILO Commitment, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitmentas applicable;
(iv) The Issuing Bank aggregate outstanding amount of the Tranche A Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of Credit Sublimit; andthe Tranche A Commitments or the Tranche A Borrowing Base;
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of all Swingline Loans the FILO Credit Extensions shall not exceed the Swingline Loan Ceiling.lesser of the FILO Commitments or Incremental Availability;
(bvi) The obligations Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the Lenders hereunder lesser of the FILO Commitments or Incremental Availability (to make Loansthe extent that such FILO Commitments have not been terminated). Except as otherwise provided in SECTION 2.13(f), to fund participations in all FILO Credit Extensions shall be FILO Loans and all Letters of Credit and Swingline Loans and shall constitute Tranche A Credit Extensions; and
(vii) Subject to make payments pursuant all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Extended Term Termination Date.
(b) Except as provided in SECTION 9.04(c2.01(a)(vi), each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) are several and not jointshall be made by the Lenders pro rata in accordance with their respective Tranche A Commitments or FILO Commitments, as applicable. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Revolving Credit Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Revolving Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Revolving Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided further that any Letter of Credit issued for the benefit of any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Foreign Subsidiary;
(iii) No Revolving Credit Lender shall be obligated to make any Revolving Credit Extension to the Borrowers, if after giving effect to Borrowers in excess of such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Tranche A Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandingsor FILO Commitment, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitmentas applicable;
(iv) The Issuing Bank aggregate outstanding amount of the Tranche A Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of Credit Sublimit; andthe Tranche A Commitments or the Tranche A Borrowing Base;
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of all Swingline Loans the FILO Credit Extensions shall not exceed the Swingline Loan Ceiling.lesser of the FILO Commitments or Incremental Availability;
(bvi) The obligations Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the Lenders hereunder lesser of the FILO Commitments or Incremental Availability (to make Loansthe extent that such FILO Commitments have not been terminated). Except as otherwise provided in SECTION 2.13(f), to fund participations in all FILO Credit Extensions shall be FILO Loans and all Letters of Credit and Swingline Loans and shall constitute Tranche A Credit Extensions; and
(vii) Subject to make payments pursuant all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date.
(b) Except as provided in SECTION 9.04(c2.01(a)(vi), each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) are several and not jointshall be made by the Revolving Credit Lenders pro rata in accordance with their respective Tranche A Commitments or FILO Commitments, as applicable. The failure of any Revolving Credit Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Revolving Credit Lender of its corresponding obligation to do so on fund its Revolving Credit Loan to the Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such dateother Revolving Credit Lender.
(c) On the [date specified in the ABL Term Loan]Second Amendment Effective Date, and no subject to the terms and conditions set forth herein and therein, each ABL Term Lender shall make an ABL Term Loan to the Lead Borrower in an aggregate amount [not]equal to[ exceed] the amount set forth opposite such ABL Term Lender’s name set forth [therein]on Schedule 1.01 hereto. Amounts borrowed under this SECTION 2.01(c) and repaid or prepaid may not be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)reborrowed.
Appears in 1 contract
Sources: Credit Agreement (Gymboree Corp)
Commitment of the Lenders. (a) Upon the terms and subject to the conditions herein set forth, each Lender, Each Lender severally and not jointly with any other Lender, agrees agrees, upon the terms and subject to make the conditions set forth herein, to extend credit (each an “Initial Loan” and, collectively, the “Initial Loans”) to the Borrowers on a revolving basis, in the form of Revolving Loans and the Issuing Bank agrees to issue Letters of Credit, Credit and in an amount not to exceed the lesser of such L▇▇▇▇▇’s Commitment or for the benefit such L▇▇▇▇▇’s Commitment Percentage of the BorrowersBorrowing Base, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions shall not at any time exceed the Maximum lower of (A) the Total Commitment then in effect (as the same may be adjusted from time to time pursuant to Section 2.09), or (B) the then amount of the Borrowing Amount at such time;Base.
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend issue any Letter of Credit, if after giving effect and Letters of Credit shall be available from any Issuing Lender, subject to the ratable participation of all Lenders, as set forth in Section 2.06. The Borrowers will not at any such issuance, amendment or extension, time permit the aggregate Letter of Credit Outstandings shall to exceed the Letter lesser of Credit Sublimit; and(x) the aggregate LC Sublimits for all Issuing Lenders and (y) $200,000,000.
(viii) The Swingline Lender Subject to all of the other provisions of this Agreement, each Class of Revolving Loans that are repaid may be reborrowed prior to the Termination Date applicable to such Class. No new Credit Extension under any Class of Commitments, however, shall not be obligated made to make any Swingline Loan, if the Borrowers after giving effect the Termination Date applicable to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingClass.
(b) The obligations Subject to the provisions of Section 2.01(c), each Borrowing of Initial Loans under this Agreement shall be made by the Lenders pro rata in accordance with their then applicable Commitment Percentages with respect to the applicable Class. Each Borrowing of Extended Loans under this Agreement shall be made by the Lenders of the Lenders hereunder to make Loans, to fund participations in Letters relevant Extension Series thereof pro rata on the basis of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointtheir then applicable Extended Commitments for the applicable Extension Series. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not neither relieve any other Lender of its corresponding obligation to do so on fund its Loan in accordance with the provisions of this Agreement nor increase the obligation of any such dateother Lender.
(c) Notwithstanding anything to the contrary herein contained, and no Lender Credit Extensions shall be responsible for made by the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lenders pro rata in accordance with their respective Commitment Percentages.
Appears in 1 contract
Sources: Credit Agreement (Dillard's, Inc.)
Commitment of the Lenders. (a) Upon Each Lender severally and not jointly with the other Lenders agrees, on the terms and subject to the conditions herein set forthforth (including the limitations in the remainder of this provision and in Section 2.02(a)), each Lender, severally and not jointly with any other Lender, agrees to make loans hereunder, including the loans provided for in Section 2.01(d) (each, together with each Loan deemed made as provided in Section 2.01(c), a "Loan" and, collectively, together with the Loans and deemed made as provided in Section 2.01(c), the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case "Loans") to the following limitations:
Borrowers (acting jointly and severally) at any time (and, on a revolving basis, from time to time) during the period commencing on the Closing Date and ending on the Termination Date (or such earlier time as the Total Commitment or such Lender's Commitment may be terminated hereunder) in an amount up to the lesser of (i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not such Lender's Unused Commitment at any the time exceed the Maximum Borrowing Amount at such time;
or (ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s 's Commitment Percentage of the aggregate maximum amount of the credit that may be extended hereunder at the time to the Borrowers (through Loans and Letter of Credit Guaranties) pursuant to Section 2.02. The principal amount of all Letter any Loan that has been repaid may be reborrowed in accordance with the provisions of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceilingthis Agreement.
(b) The obligations of Loans in each Borrowing shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitment Percentages. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not relieve any other Lender of its corresponding obligation to do so on such dateobligations hereunder, and no Lender shall be responsible have any responsibility for the failure of by any other Lender to so fulfill its obligations to make its Loans hereunder.
(c) Each payment made by CITBC under a Letter of Credit Guaranty, if not immediately reimbursed by the Borrowers, shall automatically become and be deemed to constitute a Loan hereunder made by CITBC at the time of such payment. However, for purposes of calculating the Lenders' respective Unused Commitments and their respective obligations to make Loans pursuant to Section 2.01(a), each Loan of CITBC that arises as provided in the preceding sentence shall be treated as a Loan of each Lender other than CITBC in an amount equal to the principal of such CITBC Loan which is covered by a Participation acquired by such Lender in such CITBC Loan pursuant to Section 9.01 of this Agreement, and as a Loan of CITBC in an amount equal to one hundred percent of such CITBC Loan less the aggregate amount allocated to other Lenders in calculating their Unused Commitments pursuant to this provision.
(d) In order to provide for payment of all out-of-pocket expenses and Fees payable to Lenders' Agent pursuant to Article II of this Agreement (for distribution by it as provided therein) on the Closing Date and all obligations of the Borrowers under the Pre-Petition Secured Loans outstanding on the Filing Date, the Borrowers hereby agree to make Borrowings from the Lenders (consisting of Loans in amounts determined in accordance with their respective Commitment Percentages) (i) on the date the First Day Order is entered by the Bankruptcy Court, in such amount as is necessary to effect the payment of such expenses and Fees and (ii) on the date the Interim Order is entered by the Bankruptcy Court, in such amount as is necessary to pay such obligations under the Pre-Petition Secured Loans. The Borrowers hereby irrevocably instruct and authorize the Lenders to make such Loans available to the Borrowers on such dates by applying the proceeds of such Loans in full to payment of such expenses, Fees and obligations (in accordance with payment instructions given by the Borrowers in the case of such obligations under the Pre-Petition Secured Loans), and the Lenders hereby agree, on the terms and subject to the conditions of this Agreement, to make such Loans to the Borrowers on such dates for such purposes, without need for delivery by SHG of a Notice of Borrowing. The Borrowers acknowledge that they shall have no right to receive any funds from the Lenders on account of the Loans to be made by them under this provision otherwise than through application of the proceeds of such Loans as expressly provided for in this provision, and the Lenders will be deemed to have made such Loans to the Borrowers by applying the proceeds thereof in accordance with this provision.
(e) Each of the Borrowers, jointly and severally, will be obligated in respect of the aggregate principal amount of all Loans, and the aggregate amount of credit available hereunder to purchase its participation any of the Borrowers at any time shall be determined taking into account all Loans outstanding and all Letter of Credit Guaranty Outstandings, regardless of which of the Borrowers may have received the proceeds of any of the Borrowings or the benefit of any of the Letters of Credit and regardless of which of the Borrowers has applied for any of the Letters of Credit giving rise to make its payment under SECTION 9.04(cany of the Letter of Credit Guaranty Outstandings. By executing this Agreement each of the Borrowers confirms to the other parties to this Agreement that SHG shall (and has been duly appointed by each of the Borrowers to) act as agent for the Borrowers for all purposes of requesting Loans and the issuance of Letter of Credit Guaranties, for purposes of allocation (to the extent permitted herein) of the proceeds of Loans and requests for issuance of Letter of Credit Guaranties, and for all other purposes of this Agreement pursuant to any provision identifying SHG as the Borrower to take any action or receive any communication (regarding uses and the availability of credit hereunder, and otherwise). Each of the Lenders and the Agents shall be entitled to deal as to these matters only with SHG and (to the extent contemplated herein) to act as to these matters in accordance with instructions or other communications from SHG. None of the Lenders or Agents shall have any responsibility to any Borrower for acting as provided in this provision, and the Obligations of each of the Borrowers to the Lenders shall not be affected by any matter relating to acts or omissions of SHG relating to the Loans, requests for Letter of Credit Guaranties or otherwise as agent for the Borrowers hereunder.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sun Healthcare Group Inc)
Commitment of the Lenders. (a) Upon Each Revolving Credit Lender severally and not jointly with the other Revolving Credit Lenders agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans revolving credit loans (each a “Revolving Credit Loan” and collectively, the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case “Revolving Credit Loans”) to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not Borrowers at any time exceed and from time to time during the Maximum Borrowing Amount period commencing on the date hereof and ending on the Termination Date in an aggregate principal amount outstanding at such time;
(ii) No Lender shall be obligated any time not to make any Credit Extension to the Borrowersexceed, if after giving effect when added to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than Lender’s Revolving Credit Commitment Percentage of the Lender acting as then aggregate Letter of Credit Outstandings and the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the then outstanding principal amount of all Swing Line Loans, the Revolving Credit Commitment of such Revolving Credit Lender’s , which Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the aggregate principal amount of all Letter of Total Revolving Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall Usage exceed the Letter Total Revolving Credit Commitment of Credit Sublimit; and
(v) The Swingline Lender shall not $500,000,000, as the same may be obligated reduced from time to make any Swingline Loan, if after giving effect to any such Swingline Loan, time pursuant the outstanding amount terms of all Swingline Loans shall exceed the Swingline Loan Ceilingthis Agreement.
(b) The obligations of Each Revolving Credit Borrowing shall be made by the Revolving Credit Lenders hereunder to make Loanspro rata in accordance with their respective Revolving Credit Commitments; provided, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The however, that the failure of any Lender to make any Loan, Loan shall not in itself relieve the other Lenders of their obligations to fund any such participation or lend.
(c) Each Term Lender severally agrees to make any payment to the Borrower a single loan (each such loan, a “Term Loan”) in an amount equal to such Term Lender’s Term Loan Commitment on the date designated by the Borrowers therefor pursuant to Section 2.06(b), which date shall be no earlier than the Closing Date and no later than December 9, 2005. Amounts borrowed under SECTION 9.04(cthis Section 2.01(c) on any date required hereunder shall and repaid or prepaid may not relieve any other be reborrowed.
(d) Each Lender agrees to be bound by the terms of its corresponding obligation to do so on such datethe Intercreditor Agreement, and no Lender shall be responsible for hereby authorizes the failure of any other Lender Administrative Agent to so make execute the Intercreditor Agreement on its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)behalf.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Tranche A Lender severally and not jointly with the other Tranche A Lenders agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans (each a "Revolving Loan" and -------------- collectively, the "Revolving Loans") to the Borrowers at any time and from time --------------- to time during the period commencing on the date hereof and ending on the Termination Date (or the earlier date of termination of the Total Tranche A Commitment) in an aggregate principal amount not to exceed, when added to such Tranche A Lender's Tranche A Commitment Percentage of the then aggregate Letter of Credit Outstandings, the Tranche A Commitment of such Tranche A Lender, which Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the sum of the then outstanding aggregate principal amount of the Revolving Loans plus the then aggregate Letter of Credit ---- Outstandings exceed the Total Tranche A Commitment of $525,000,000, as the same may be reduced from time to time pursuant the terms of this Agreement.
(b) Each Tranche B Lender severally and not jointly with any the other LenderTranche B Lenders agrees, agrees upon the terms and subject to the conditions herein set forth, to make Loans term loans (each a "Term Loan" and collectively, the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case "Term --------- ---- Loans") to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall Borrowers on the Closing Date, in an aggregate principal amount ----- not at any time to exceed the Maximum Borrowing Amount at Tranche B Commitment of such time;
(ii) No Lender Tranche B Lender. At no time shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the then outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline the Term Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter Total Tranche B Commitment of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceiling$150,000,000.
(bc) The obligations of Each Borrowing shall be made by the Lenders hereunder to make Loanspro rata in accordance with their respective Commitments; provided, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The however, that the -------- ------- failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not in itself relieve any the other Lender Lenders of its corresponding obligation their obligations to do so on lend.
(d) Notwithstanding anything to the contrary herein, the Administrative Agent shall have the right to determine a reallocation of the Commitments in Tranche A and Tranche B (and the sublimits therein), provided that such date, and no Lender reallocation by the Administrative Agent shall be responsible for not increase the failure amount of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)the Total Commitment.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guaranty Agreement (Federal Mogul Corp)
Commitment of the Lenders. (a) Upon Each Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lenderto extend credit to the Borrower on a revolving basis, severally and not jointly with any other Lender, agrees to make in the form of Revolving Loans and the Issuing Bank agrees to issue Letters of Credit, Credit and in an amount not to exceed the lesser of such Lender’s Commitment or for the benefit such Lender’s Commitment Percentage of the BorrowersLoan Cap, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions shall not at any time exceed the Maximum Borrowing Amount at such time;Loan Cap.
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender Issuing Bank, acting as the Swingline Lenderin such capacity) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend issue any Letter of Credit, if after giving effect and Letters of Credit shall be available from the Issuing Bank, subject to the ratable participation of all Lenders, as set forth in Section 2.07. The Borrower will not at any such issuance, amendment or extension, time permit the aggregate Letter of Credit Outstandings shall to exceed the Letter of Credit Sublimit; and$50,000,000.
(viii) The Swingline Lender Subject to all of the other provisions of this Agreement, Revolving Loans that are repaid may be reborrowed prior to the Termination Date. No new Credit Extension, however, shall not be obligated made to make any Swingline Loan, if the Borrower after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Each Borrowing of Revolving Loans (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitments. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not neither relieve any other Lender of its corresponding obligation to do fund its Loan in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender.
(c) Notwithstanding the foregoing, so long as the Seasonal Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time after the Effective Date, during the Seasonal Commitment Increase Period only, to utilize the Seasonal Commitment Increase Amount. In connection with the exercise of such Seasonal Commitment Amount, Borrower shall notify the Seasonal Commitment Increase Lender in writing, not more than two (2) times during each Seasonal Commitment Increase Period, of its election to so utilize the Seasonal Commitment Increase. Each such notice shall (i) be received by the Seasonal Commitment Lender not less than ten (10) Business Days prior to the date on such datewhich the Borrower intends to utilize the Seasonal Commitment Amount, and no Lender (ii) shall state the Seasonal Commitment Increase Utilized Amount that Borrower has elected to utilize, provided, however, that each such increase shall be responsible for not less than $10,000,000 during each Seasonal Commitment Increase Period. No Seasonal Commitment Increase shall become effective unless and until each of the failure of any following conditions has been satisfied:
(i) the Seasonal Incremental Loan Commitment Requirements shall have been satisfied; and
(ii) the Borrower shall have paid such fees and other compensation to the Seasonal Commitment Increase Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)as set forth in the Fee Letter.
Appears in 1 contract
Sources: Credit Agreement (Stage Stores Inc)
Commitment of the Lenders. (a) Upon Each Tranche A Lender severally and not jointly with the other Tranche A Lenders agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans (each a “Revolving Loan” and collectively, the “Revolving Loans”) to the Borrowers at any time and from time to time during the period commencing on the date hereof and ending on the Termination Date (or the earlier date of termination of the Total Tranche A Commitment) in an aggregate principal amount not to exceed, when added to such Tranche A Lender’s Tranche A Commitment Percentage of the then aggregate Letter of Credit Outstandings, the Tranche A Commitment of such Tranche A Lender, which Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the sum of the then outstanding aggregate principal amount of the Revolving Loans plus the then aggregate Letter of Credit Outstandings exceed the Total Tranche A Commitment of $350,000,000, as the same may be reduced from time to time pursuant the terms of this Agreement.
(i) Each Tranche B Lender severally and not jointly with any the other LenderTranche B Lenders agrees, agrees upon the terms and subject to the conditions herein set forth, to make (or, pursuant to clause (ii) below, elect to convert all or a portion of such Lender’s Existing Term Loans into) term loans (each a “Term Loan” and collectively, the Issuing Bank agrees “Term Loans”) to issue Letters the Borrowers on the Restatement Effectiveness Date, in an aggregate principal amount not to exceed the Tranche B Commitment of Credit, to or for such Tranche B Lender. At no time shall the benefit sum of the Borrowers, subject in each case to then outstanding aggregate principal amount of the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time Term Loans exceed the Maximum Borrowing Amount at such time;Total Tranche B Commitment of $250,000,000.
(ii) No In connection with the making of the Term Loans pursuant to clause (i) above, by delivering written notice to the Administrative Agent at least two (2) Business Days prior to the Restatement Effectiveness Date, any Lender shall be obligated of Existing Term Loans may elect to make all or any Credit Extension portion of such Lender’s Tranche B Commitment percentage of the Term Loans requested by the Borrowers to be made on the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum Restatement Effectiveness Date by converting all or a portion of (A) the outstanding principal amount of the Existing Term Loans held by such Lender into Term Loans in a principal amount equal to the amount of Existing Term Loans so converted (each such Existing Term Loan to the extent it is to be converted a “Converted Term Loan”). On the Restatement Effectiveness Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section 2.1(b) shall specify the amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Tranche B Commitment Percentage of and the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Existing Term Loans and outstanding Permitted Overadvances, shall exceed held by such Lender’s Commitment;
(iv) The Issuing Bank shall not Lender that are to be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceilingconverted into Term Loans.
(bc) The obligations of Each Borrowing shall be made by the Lenders hereunder to make Loanspro rata in accordance with their respective Commitments; provided, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The however, that the failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not in itself relieve any the other Lender Lenders of its corresponding obligation their obligations to do so on lend.
(d) Notwithstanding anything to the contrary herein, the Administrative Agent shall have the right to determine a reallocation of the Commitments in Tranche A and Tranche B (and the sublimits therein), provided that such date, and no Lender reallocation by the Administrative Agent shall be responsible for not increase the failure amount of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)the Total Commitment.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guaranty Agreement (Federal Mogul Corp)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings The initial Revolving Credit Loans to be made on the Closing Date to the Lead Borrower to consummate the BCFWC Acquisition shall not exceed $225,000,000.
(other than as a result ii) The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(iiiii) Letters of Credit shall be available from the Issuing Banks to the Borrowers, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iv) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum Borrowers in excess of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(ivv) The Issuing Bank aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not exceed the lesser of the Tranche A-1 Commitments or Incremental Availability;
(vi) The Lead Borrower shall not request, and the Tranche A Lenders shall be obligated under no obligation to issuefund, amendany Tranche A Loan unless the Borrowers have borrowed the full amount of the lesser of the Tranche A-1 Commitments or Incremental Availability (to the extent that such Tranche A-1 Commitments have not been terminated). Except as otherwise provided in SECTION 2.13(f), or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter all Tranche A-1 Credit Extensions shall be Tranche A-1 Loans and all Letters of Credit Outstandings shall exceed the Letter of constitute Tranche A Credit SublimitExtensions; and
(vvii) The Swingline Lender Subject to all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date. No new Credit Extensions (other than Permitted Overadvances) shall not be obligated made to make any Swingline Loan, if the Borrowers after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Except as provided in SECTION 2.01(a)(vi), each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitments. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Sources: Credit Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Commitment of the Lenders. (a) Upon the terms and subject to the conditions herein set forth,, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees Banks agree to issue Letters of Credit, to or for the benefit of the BorrowersBorrower, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Borrowing Amount at such time;
(ii) No Lender shall be obligated to make any Credit Extension to the BorrowersBorrower, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the BorrowersBorrower, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The No Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceiling.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c).
Appears in 1 contract
Sources: Credit Agreement (Radioshack Corp)
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) No Lender shall be obligated to make any Credit Extension to the BorrowersBorrowers in excess of such Lender’s Commitment; and
(iv) Subject to all of the other provisions of this Agreement, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Loans to the Borrowers that are repaid may be reborrowed prior to the Extended Term Termination Date. Notwithstanding the foregoing, no Non-Extending Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any new Credit Extension Extensions (other than Permitted Overadvances until Obligations owing to the Borrowers, if Non-Extending Lenders have been paid in full (other than contingent indemnity obligations for then unasserted claims)) to the Borrowers after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingExisting Termination Date.
(b) The obligations Each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitments. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Sources: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Commitment of the Lenders. (a) Upon Each Revolving Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, to make Revolving Loans in Dollars to or for the benefit of the Borrowers subject, in each case, to the following limitations:
(i) the aggregate outstanding amount of the Revolving Credit Extensions to the Borrowers shall not at any time cause Excess Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries; provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) no Lender shall be obligated to make any Revolving Credit Extension to the Borrowers in excess of such Lender’s Tranche A Commitment or Tranche A-1 Commitment, as applicable;
(iv) the aggregate outstanding amount of the Tranche A Credit Extensions shall not exceed the lesser of (A) the Tranche A Commitments and (B) the Tranche A Borrowing Base;
(v) the aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not exceed the lesser of (A) the Tranche A-1 Commitments and (B) Incremental Availability;
(vi) the Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the lesser of the Tranche A-1 Commitments or Incremental Availability (to the extent that such Tranche A-1 Commitments have not been terminated);
(vii) subject to all of the other provisions of this Agreement, Revolving Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date;
(viii) no new Credit Extensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date; and
(ix) the aggregate outstanding amount of Credit Extensions in favor of (A) all Caribbean Borrowers in the aggregate shall not exceed $100,000,000 and (B) any Caribbean Borrower individually shall not exceed $50,000,000.
(b) All Tranche A-1 Credit Extensions shall be Tranche A-1 Loans and all Letters of Credit and Swingline Loans shall constitute Tranche A Credit Extensions.
(c) Except as provided in Section 2.01(a)(vi), each Borrowing of Revolving Loans by the Borrowers shall be made by the Revolving Lenders in accordance with their Pro Rata Shares of their respective Tranche A Commitments or Tranche A-1 Commitments, as applicable. The failure of any Lender to make any Loan to the Borrowers shall neither relieve any other Lender of its obligation to fund its Loan to the Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender.
(d) Each LOTL Lender, severally and not jointly with any other Lender, agrees agrees, upon the terms and subject to the conditions herein set forth, to make Loans and the Issuing Bank agrees to issue Letters of Credita term loan (each, to or for the benefit of the Borrowers, subject in each case a “LOTL Loan”) to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed Borrowers on the Maximum Borrowing Amount at such time;
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) Fourth Restatement Effective Date in Dollars and in an amount equal to such LOTL Lender’s Commitment Percentage of LOTL Commitment. The LOTL Loans may be repaid or prepaid in accordance with the aggregate principal amount of all Letter of Credit Outstandingsprovisions hereof, outstanding Swingline Loans and outstanding Permitted Overadvancesbut once repaid or prepaid, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall may not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceilingreborrowed.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c).
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Revolving Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Revolving Credit Extensions to or for the benefit of the BorrowersBorrower, on a revolving basis, subject in each case to the following limitations:
(i) The Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time either (A) exceed $[350,000,000]400,000,000 or any greater or lesser amount to which the Maximum Borrowing Amount at such time[Total]Revolving Commitments have then been increased or reduced by the Borrower pursuant to SECTION 2.02 or SECTION 2.15, or (B) cause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrower, subject to the ratable participation of the Revolving Lenders, as set forth in SECTION 2.13. The Borrower shall not permit the aggregate Letter of Credit Outstandings at any time to exceed $150,000,000;
(iii) No Revolving Lender shall be obligated to make any Revolving Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrower in excess of such Revolving Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;; and
(iv) The Issuing Bank Subject to all of the other provisions of this Agreement, Revolving Credit Loans to the Borrower that are repaid may be reborrowed prior to the Termination Date for the Revolving and FILO Obligations. No new Revolving Credit Extensions (other than Permitted Overadvances) shall not be obligated made to issue, amend, or extend any Letter of Credit, if the Borrower after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed Termination Date for the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingRevolving and FILO Obligations.
(b) The obligations Except as provided in SECTION 2.01(a)(iii), each Borrowing of Revolving Credit Loans (other than Swingline Loans) shall be made by the Revolving Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrower shall not neither relieve any other Revolving Lender of its corresponding obligation to do so on such datefund its Revolving Credit Loan to the Borrower in accordance with the provisions of this Agreement nor, and no Lender shall be responsible for except in accordance with SECTION 8.16(b), increase the failure obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Revolving Lender.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided further that any Letter of Credit issued for the benefit of Michaels of Canada, ULC or any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of Michaels of Canada, ULC or such Foreign Subsidiary;
(iii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum Borrowers in excess of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank aggregate outstanding amount of the Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit SublimitLoan Cap; and
(v) The Swingline Lender shall not Subject to all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be obligated reborrowed prior to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitment Percentages. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings The initial Revolving Credit Loans to be made on the Closing Date to the Lead Borrower to consummate the MIK Recapitalization shall not exceed $400,000,000.
(other than as a result ii) The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(iiiii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided further that any Letter of Credit issued for the benefit of Michaels of Canada, ULC or any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of Michaels of Canada, ULC or such Foreign Subsidiary;
(iv) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount Borrowers in excess of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Tranche A Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandingsor Tranche A-1 Commitment, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitmentas applicable;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of all Swingline Loans the Tranche A Credit Extensions shall not exceed the Swingline Loan Ceiling.lesser of the Tranche A Commitments or the Tranche A Borrowing Base;
(bvi) The obligations aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not exceed the lesser of the Tranche A-1 Commitments or Incremental Availability;
(vii) The Lead Borrower shall not request, and the Tranche A Lenders hereunder shall be under no obligation to make Loansfund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the lesser of the Tranche A-1 Commitments or Incremental Availability (to fund participations the extent that such Tranche A-1 Commitments have not been terminated). Except as otherwise provided in SECTION 2.13(f), all Tranche A-1 Credit Extensions shall be Tranche A-1 Loans and all Letters of Credit and Swingline Loans and shall constitute Tranche A Credit Extensions; and
(viii) Subject to make payments pursuant all of the other provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date. No new Credit Extensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date.
(b) Except as provided in SECTION 9.04(c2.01(a)(vii), each Borrowing of Revolving Credit Loans to the Borrowers (other than Swingline Loans) are several and not jointshall be made by the Lenders pro rata in accordance with their respective Tranche A Commitments or Tranche A-1 Commitments, as applicable. The failure of any Lender to make any Loan, Revolving Credit Loan to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder the Borrowers shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Revolving Credit Loan to the failure Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Revolving Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, to extend credit to the Borrowers on a revolving basis, in the form of Revolving Loans and Letters of Credit and in an amount not to exceed the lesser of such Lender's Revolving Commitment or such Lender's Revolving Commitment Percentage of (x) the Borrowing Base, less (y) the then outstanding principal balance of the Term Loans, subject to the following limitations:
(i) The aggregate outstanding amount of the Credit Extensions and Swingline Loans shall not at any time exceed the lower of (i) $365,000,000 or, in each case, any lesser amount to which the Commitments have then been reduced by the Borrowers pursuant to Section 2.15, and (ii) the then amount of the Borrowing Base.
(ii) No Lender shall be obligated to issue any Letter of Credit, and Letters of Credit shall be available from the Issuing Bank, subject to the ratable participation of all Revolving Lenders, as set forth in Section 2.06. The Borrowers will not at any time permit the aggregate Letter of Credit Outstandings to exceed $150,000,000.
(iii) Subject to all of the other provisions of this Agreement, Revolving Loans that are repaid may be reborrowed prior to the Termination Date. No new Credit Extension, however, shall be made to the Borrowers after the Termination Date.
(b) Each Term Lender, severally and not jointly with any other Lender, agrees agrees, upon the terms and subject to the conditions herein set forth, on the Closing Date to make Term Loans and the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Borrowing Amount at such time;
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) Borrowers in an amount equal to such Term Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline 's Term Commitment. Term Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall that are repaid may not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceilingreborrowed.
(bc) The obligations Each Borrowing of Revolving Loans (other than Swingline Loans) shall be made by the Revolving Lenders hereunder to make Loans, to fund participations pro RATA in Letters accordance with their respective Revolving Commitments. Each Borrowing of Credit and Swingline Term Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointshall be made by the Term Lenders PRO RATA in accordance with their respective Term Commitments. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Loan in accordance with the failure provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Sources: Credit Agreement (Jo-Ann Stores Inc)
Commitment of the Lenders. (a) Upon the terms and subject to the conditions herein set forth, each Lender, Each Lender severally and not jointly with any other Lender, agrees agrees, upon the terms and subject to make the conditions set forth herein, to extend credit (each an “Initial Loan” and, collectively, the “Initial Loans”) to the Borrowers on a revolving basis, in the form of Revolving Loans and the Issuing Bank agrees to issue Letters of Credit, Credit and in an amount not to exceed the lesser of such Lender’s Commitment or for the benefit such Lender’s Commitment Percentage of the BorrowersBorrowing Base, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions shall not at any time exceed the Maximum lower of (A) the Total Commitment then in effect (as the same may be adjusted from time to time pursuant to Section 2.15), or (B) the then amount of the Borrowing Amount at such time;Base.
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend issue any Letter of Credit, if after giving effect and Letters of Credit shall be available from any Issuing Bank, subject to the ratable participation of all Lenders, as set forth in Section 2.06. The Borrowers will not at any such issuance, amendment or extension, time permit the aggregate Letter of Credit Outstandings shall to exceed the Letter of Credit Sublimit; and$400,000,000.
(viii) The Swingline Lender Subject to all of the other provisions of this Agreement, each Class of Revolving Loans that are repaid may be reborrowed prior to the Termination Date applicable to such Class. No new Credit Extension under any Class of Commitments, however, shall not be obligated made to make any Swingline Loan, if the Borrowers after giving effect the Termination Date applicable to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingClass.
(b) The obligations Subject to the provisions of Section 2.01(c) and Section 9.15, each Borrowing of Initial Loans under this Agreement shall be made by the Lenders pro rata in accordance with their then applicable Commitment Percentages with respect to the applicable Class. Each Borrowing of Extended Loans under this Agreement shall be made by the Lenders of the Lenders hereunder to make Loans, to fund participations in Letters relevant Extension Series thereof pro rata on the basis of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointtheir then applicable Extended Commitments for the applicable Extension Series. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not neither relieve any other Lender of its corresponding obligation to do so on fund its Loan in accordance with the provisions of this Agreement nor increase the obligation of any such dateother Lender.
(c) Notwithstanding anything to the contrary herein contained, and no Lender Credit Extensions shall be responsible for made by the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lenders pro rata in accordance with their respective Commitment Percentages.
Appears in 1 contract
Sources: Credit Agreement (Dillards Inc)
Commitment of the Lenders. (a) Upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, to or for the benefit of the Borrowers, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Borrowing Amount at such time;
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of DB1/ 118785215.8 the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans Outstandings and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;; and
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan Ceiling.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION Section 9.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION Section 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION Section 9.04(c).
Appears in 1 contract
Commitment of the Lenders. (a) Upon Each Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lenderto extend credit to the Borrowers on a revolving basis, severally in the form of Revolving Loans, participations in Swingline Loans, and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Credit and in an amount not to exceed the lesser of such Lender’s Commitment or for the benefit such Lender’s Commitment Percentage of the BorrowersLoan Cap, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Credit Extensions shall not at any time exceed the Maximum lower of (i) (x) $600,000,000500,000,000, or (y) such greater amount or lesser amount to which the Total Commitments have then been increased or decreased by the Borrowers pursuant to Sections 2.2 and/or 2.17 hereof, or (ii) the then amount of the Borrowing Amount at such time;Base plus any Permitted Overadvances.
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lenderapplicable Issuing Bank) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend issue any Letter of Credit, if after giving effect and Letters of Credit shall be available from the Issuing Banks, subject to any such issuancethe ratable participation of all Lenders, amendment or extension, the as set forth in Section 2.7. The aggregate Letter of Credit Outstandings shall not at any time exceed $100,000,000, and the aggregate amount of Letter of Credit Sublimit; andOutstandings with respect to Standby Letters of Credit shall not at any time exceed $50,000,000.
(viii) The Swingline Lender Subject to all of the other provisions of this Agreement, Revolving Loans that are repaid may be reborrowed prior to the Termination Date. No new Credit Extension, however, shall not be obligated made to make any Swingline Loan, if the Borrowers after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingTermination Date.
(b) The obligations Each Borrowing of Revolving Loans (other than Swingline Loans) shall be made by the Lenders hereunder to make Loans, to fund participations pro rata in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not jointaccordance with their respective Commitments. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder Loan shall not neither relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for fund its Loan in accordance with the failure provisions of this Agreement nor increase the obligation of any such other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c)Lender.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Caleres Inc)
Commitment of the Lenders. (a) Upon Each Revolving Credit Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, each Lender, severally and not jointly with any other Lender, agrees to make Loans and the Issuing Bank agrees to issue Letters of Credit, Revolving Credit Extensions to or for the benefit of the Borrowers, on a revolving basis, subject in each case to the following limitations:
(i) Total Outstandings (other than as a result The aggregate outstanding amount of any Permitted Overadvance) the Revolving Credit Extensions to the Borrowers shall not at any time exceed the Maximum Borrowing Amount at such timecause Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries, provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit; and provided further that any Letter of Credit issued for the benefit of any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Foreign Subsidiary;
(iii) No Revolving Credit Lender shall be obligated to make any Revolving Credit Extension to the Borrowers, if after giving effect to Borrowers in excess of such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) an amount equal to such Lender’s Tranche A Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandingsor FILO Commitment, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitmentas applicable;
(iv) The Issuing Bank aggregate outstanding amount of the Tranche A Credit Extensions shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter lesser of Credit Sublimit; andthe Tranche A Commitments or the Tranche A Borrowing Base;
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the aggregate outstanding amount of all Swingline Loans the FILO Credit Extensions shall not exceed the Swingline Loan Ceiling.lesser of the FILO Commitments or Incremental Availability;
(bvi) The obligations Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the Lenders hereunder lesser of the FILO Commitments or Incremental Availability (to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and the extent that such FILO Commitments have not jointbeen terminated). The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c).Except as otherwise provided in
Appears in 1 contract
Sources: Credit Agreement (Gymboree Corp)
Commitment of the Lenders. (a) Upon Each Revolving Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, to make Revolving Loans in Dollars to or for the benefit of the Borrowers subject, in each case, to the following limitations:
(i) the aggregate outstanding amount of the Revolving Credit Extensions to the Borrowers shall not at any time cause Excess Availability to be less than zero;
(ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers and their Restricted Subsidiaries; provided that the Borrowers shall not at any time permit the aggregate Letter of Credit Outstandings at any time to exceed the Letter of Credit Sublimit;
(iii) no Lender shall be obligated to make any Revolving Credit Extension to the Borrowers in excess of such Lender’s Tranche A Commitment or Tranche A-1 Commitment, as applicable;
(iv) the aggregate outstanding amount of the Tranche A Credit Extensions shall not exceed the lesser of (A) the Tranche A Commitments and (B) the Tranche A Borrowing Base;
(v) the aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not exceed the lesser of (A) the Tranche A-1 Commitments and (B) Incremental Availability;
(vi) the Lead Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the lesser of the Tranche A-1 Commitments or Incremental Availability (to the extent that such Tranche A-1 Commitments have not been terminated);
(vii) subject to all of the other provisions of this Agreement, Revolving Loans to the Borrowers that are repaid may be reborrowed prior to the Termination Date;
(viii) no new Credit Extensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date; and
(ix) the aggregate outstanding amount of Credit Extensions in favor of (A) all Caribbean Borrowers in the aggregate shall not exceed $100,000,000 and (B) any Caribbean Borrower individually shall not exceed $50,000,000.
(b) All Tranche A-1 Credit Extensions shall be Tranche A-1 Loans and all Letters of Credit and Swingline Loans shall constitute Tranche A Credit Extensions.
(c) Except as provided in Section 2.01(a)(vi), each Borrowing of Revolving Loans by the Borrowers shall be made by the Revolving Lenders in accordance with their Pro Rata Shares of their respective Tranche A Commitments or Tranche A-1 Commitments, as applicable. The failure of any Lender to make any Loan to the Borrowers shall neither relieve any other Lender of its obligation to fund its Loan to the Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any such other Lender.
(d) Each LOTLAJTL Lender, severally and not jointly with any other Lender, agrees agrees, upon the terms and subject to the conditions herein set forth and in the First Amendment, to make Loans and the Issuing Bank agrees to issue Letters of Credita term loan (each, to or for the benefit of the Borrowers, subject in each case aan “LOTLAJTL Loan”) to the following limitations:
(i) Total Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed Borrowers on the Maximum Borrowing Amount at such time;
(ii) No Lender shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, Total Outstandings shall exceed the Revolving Credit Ceiling;
(iii) No Lender (other than the Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrowers, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount of such Lender’s Revolving Credit Loans plus (B) Fourth RestatementFirst Amendment Effective Date in Dollars and in an amount equal to such LOTLAJTL Lender’s Commitment Percentage LOTLAJTL Commitment. The LOTLAJTL Loans may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. For the avoidance of doubt, the AJTL Commitments are Additional Term Loan Commitments and Additional Commitments under Section 2.17, and the AJTL Loans are Additional Term Loans, Additional Junior Term Loans, and Additional Loans under Section 2.17. The AJTL Loans shall be funded net of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Permitted Overadvances, shall exceed such Lender’s Commitment;
(iv) The Issuing Bank shall not be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; and
(v) The Swingline Lender shall not be obligated to make any Swingline Loan, if after giving effect to any such Swingline Loan, the outstanding amount of all Swingline Loans shall exceed the Swingline Loan CeilingOID Amount.
(b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to SECTION 9.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under SECTION 9.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans, to purchase its participation or to make its payment under SECTION 9.04(c).
Appears in 1 contract