Commitment of the Lenders. (a) Subject to the terms and subject to the conditions herein set forth, (i) each U.S. Term Loan Lender agrees to make to the U.S. Borrower on the Closing Date a U.S. Term Loan in Dollars in a principal amount equal to its U.S. Term Loan Commitment; and (ii) each Canadian Term Loan Lender agrees to make to the Canadian Borrower on the Closing Date a Canadian Term Loan in Dollars in a principal amount equal to its Canadian Term Loan Commitment. Amounts paid or repaid in respect of Term Loans may not be reborrowed. (b) Subject to the terms and subject to the conditions herein set forth, (i) each U.S. Revolving Lender agrees to make to the U.S. Borrower or the Canadian Borrower at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the U.S. Revolving Commitment) U.S. Revolving Loans in Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate U.S. Revolving Credit Utilization, the U.S. Revolving Commitment of such Lender, and (ii) each Canadian Revolving Lender agrees to make to the U.S. Borrower or the Canadian Borrower at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the Canadian Revolving Commitment) Canadian Revolving Loans in Dollars or Canadian Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate Canadian Revolving Credit Utilization, the Canadian Revolving Commitment of such Lender. Subject to the terms and conditions set forth herein, Revolving Loans may be repaid and reborrowed. (c) Each Borrowing shall be made by the Lenders pro rata in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve the other Lenders of their obligations to lend.
Appears in 2 contracts
Sources: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Commitment of the Lenders. (a) Subject to Each Domestic Lender, severally and not jointly with any other Domestic Lender, agrees, upon the terms and subject to the conditions herein set forth,
(i) each U.S. Term Loan Lender agrees , to make Credit Extensions to or for the U.S. Borrower on benefit of the Closing Date a U.S. Term Loan in Dollars in a principal amount equal to its U.S. Term Loan Commitment; and
(ii) Domestic Borrowers, and each Canadian Term Loan Lender severally and not jointly with any other Canadian Lender, agrees to make to the Canadian Borrower on the Closing Date a Canadian Term Loan in Dollars in a principal amount equal to its Canadian Term Loan Commitment. Amounts paid or repaid in respect of Term Loans may not be reborrowed.
(b) Subject to upon the terms and subject to the conditions herein set forth,, to make Credit Extensions to the Canadian Borrower, on a revolving basis, subject in each case to the following limitations:
(i) each U.S. Revolving Lender agrees to make The aggregate outstanding amount of the Credit Extensions to the U.S. Borrower or the Canadian Borrower Domestic Borrowers shall not at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the U.S. Revolving Commitment) U.S. Revolving Loans in Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate U.S. Revolving Credit Utilization, the U.S. Revolving Commitment of such Lender, andexceed Domestic Availability;
(ii) each Canadian Revolving Lender agrees The aggregate outstanding amount of the Credit Extensions to make to the U.S. Borrower or the Canadian Borrower shall not at any time and exceed Canadian Availability;
(iii) Letters of Credit shall be available from the Issuing Banks to the Borrowers, subject to the ratable participation of the Domestic Lenders or Canadian Lenders, as applicable, as set forth in SECTION 2.13. The Domestic Borrowers shall not at any time permit the aggregate Domestic Letter of Credit Outstandings at any time to exceed the Domestic Letter of Credit Sublimit and the Canadian Borrower shall not at any time during permit the period commencing aggregate Canadian Letter of Credit Outstandings to exceed the Canadian Letter of Credit Sublimit;
(iv) The Loans made to, and the Letters of Credit issued on behalf of, the Closing Date and ending on Canadian Borrower by the Termination Date (Canadian Lenders may be either in $ or CD$, at the earlier date of termination option of the Canadian Borrower, as herein set forth;
(v) The Revolving CommitmentCredit Loans (other than Swingline Loans) made to the Canadian Revolving Borrower shall be Prime Rate Loans or BA Equivalent Loans, or if made in Dollars dollars, shall be LIBO Loans or Canadian Dollars dollar denominated Prime Rate Loans;
(vi) No Lender shall be obligated to make any Credit Extension (A) to the Domestic Borrowers in an aggregate principal amount not to exceed, when added to excess of such Lender’s Applicable Percentage of the then aggregate Canadian Revolving Credit UtilizationDomestic Commitment, or (B) to the Canadian Revolving Commitment Borrower in excess of such Lender. ’s Canadian Commitment; and
(vii) Subject to all of the terms and conditions set forth hereinother provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be repaid and reborrowedreborrowed prior to the Termination Date.
(cb) Each Borrowing of Revolving Credit Loans (other than Swingline Loans) by the Domestic Borrowers shall be made by the Domestic Lenders pro rata in accordance with their respective applicable Commitments; providedDomestic Commitment Percentages, however, that and each Borrowing of Revolving Credit Loans (other than Swingline Loans) by the Canadian Borrower shall be made by the Canadian Lenders pro rata in accordance with their respective Canadian Commitment Percentages. The failure of any Domestic Lender or Canadian Lender, as applicable, to make any Loan to the Domestic Borrowers or the Canadian Borrower, as applicable, shall not neither relieve any other Domestic Lender or Canadian Lender, as applicable, of its obligation to fund its Loan to the Domestic Borrowers or the Canadian Borrower, as applicable, in itself relieve accordance with the provisions of this Agreement nor increase the obligation of any such other Lenders of their obligations to lendDomestic Lender or Canadian Lender, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Commitment of the Lenders. (a) Subject to the terms and subject to the conditions herein set forth,:
(i) each U.S. Term Loan Lender agrees to make to the U.S. Borrower on the Closing Date a U.S. Term Loan in Dollars in a principal amount equal to its U.S. Term Loan Commitment; and
(ii) each Canadian Term Loan Lender agrees to make to the Canadian Borrower on the Closing Date a Canadian Term Loan in Dollars in a principal amount equal to its Canadian Term Loan Commitment. Amounts paid or repaid in respect of Term Loans may not be reborrowed.
(b) Subject to the terms and subject to the conditions herein set forth,:
(i) each U.S. Tranche A Revolving Lender agrees to make to the U.S. Borrower or the Canadian Borrower at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the U.S. Tranche A Revolving Commitment) U.S. Tranche A Revolving Loans in Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate U.S. Tranche A Revolving Loans, the U.S. Tranche A Revolving Commitment of such Lender;
(ii) each U.S. Tranche B Revolving Lender agrees to make to the U.S. Borrower or the Canadian Borrower at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the U.S. Tranche B Revolving Commitment) U.S. Tranche B Revolving Loans in Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate U.S. Tranche B Revolving Credit Utilization, the U.S. Tranche B Revolving Commitment of such Lender, ; and
(iiiii) each Canadian Revolving Lender agrees to make to the U.S. Borrower or the Canadian Borrower at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the Canadian Revolving Commitment) Canadian Revolving Loans in Dollars or Canadian Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate Canadian Revolving Credit Utilization, the Canadian Revolving Commitment of such Lender. Subject to the terms and conditions set forth herein, Revolving Loans may be repaid and reborrowed.
(c) Each Borrowing shall be made by the Lenders pro rata in accordance with their respective applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve the other Lenders of their obligations to lend.
Appears in 2 contracts
Sources: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Commitment of the Lenders. (a) Subject to Each Domestic Lender, severally and not jointly with any other Domestic Lender, agrees, upon the terms and subject to the conditions herein set forth,
(i) each U.S. Term Loan Lender agrees , to make Credit Extensions to or for the U.S. Borrower on benefit of the Closing Date a U.S. Term Loan in Dollars in a principal amount equal to its U.S. Term Loan Commitment; and
(ii) Domestic Borrowers, and each Canadian Term Loan Lender severally and not jointly with any other Canadian Lender, agrees to make to the Canadian Borrower on the Closing Date a Canadian Term Loan in Dollars in a principal amount equal to its Canadian Term Loan Commitment. Amounts paid or repaid in respect of Term Loans may not be reborrowed.
(b) Subject to upon the terms and subject to the conditions herein set forth,, to make Credit Extensions to the Canadian Borrower, on a revolving basis, subject in each case to the following limitations:
(i) each U.S. Revolving Lender agrees to make to the U.S. Borrower or the Canadian Borrower The Total Domestic Revolver Outstandings shall not at any time and from time to time during the period commencing on the Closing Date and ending on the Termination Date (or the earlier date of termination of the U.S. Revolving Commitment) U.S. Revolving Loans in Dollars in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage of the then aggregate U.S. Revolving Credit Utilization, the U.S. Revolving Commitment of such Lender, andexceed Domestic Availability;
(ii) each The Total Canadian Revolving Lender agrees to make Revolver Outstandings shall not at any time exceed Canadian Availability;
(iii) Letters of Credit shall be available from the Issuing Banks to the U.S. Borrower Borrowers, subject to the ratable participation of the Domestic Lenders or Canadian Lenders, as applicable, as set forth in SECTION 2.13. The Domestic Borrowers shall not at any time permit the aggregate Domestic Letter of Credit Outstandings at any time to exceed the Domestic Letter of Credit Sublimit and the Canadian Borrower shall not at any time permit the aggregate Canadian Letter of Credit Outstandings to exceed the Canadian Letter of Credit Sublimit;
(iv) The Loans made to, and from time to time during the period commencing Letters of Credit issued on behalf of, the Closing Date and ending on Canadian Borrower by the Termination Date (Canadian Lenders may be either in $ or CD$, at the earlier date of termination option of the Canadian Borrower, as herein set forth;
(v) The Revolving CommitmentCredit Loans (other than Swingline Loans) made to the Canadian Revolving Borrower shall be Prime Rate Loans or BA Equivalent Loans, or if made in Dollars dollars, shall be LIBO Loans or Canadian Dollars dollar denominated Prime Rate Loans;
(vi) No Lender shall be obligated to make any Credit Extension (A) to the Domestic Borrowers in an aggregate principal amount not to exceed, when added to excess of such Lender’s Applicable Percentage of the then aggregate Canadian Revolving Credit UtilizationDomestic Commitment, or (B) to the Canadian Revolving Commitment Borrower in excess of such Lender. ’s Canadian Commitment; and
(vii) Subject to all of the terms and conditions set forth hereinother provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be repaid and reborrowedreborrowed prior to the Termination Date.
(cb) Each Borrowing of Revolving Credit Loans (other than Swingline Loans) by the Domestic Borrowers shall be made by the Domestic Lenders pro rata in accordance with their respective applicable Commitments; providedDomestic Commitment Percentages, however, that and each Borrowing of Revolving Credit Loans (other than Swingline Loans) by the Canadian Borrower shall be made by the Canadian Lenders pro rata in accordance with their respective Canadian Commitment Percentages. The failure of any Domestic Lender or Canadian Lender, as applicable, to make any Loan to the Domestic Borrowers or the Canadian Borrower, as applicable, shall not neither relieve any other Domestic Lender or Canadian Lender, as applicable, of its obligation to fund its Loan to the Domestic Borrowers or the Canadian Borrower, as applicable, in itself relieve accordance with the provisions of this Agreement nor increase the obligation of any such other Lenders of their obligations Domestic Lender or Canadian Lender, as applicable.
(c) On the First Amendment Effective Date, each Tranche A-1 Lender shall make a Tranche A-1 Loan to lendthe Domestic Borrower and the Canadian Borrower in the amount set forth opposite such Lender’s name on Schedule 1.1.
Appears in 2 contracts
Sources: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Commitment of the Lenders. (a) Subject to Each Domestic Lender, severally and not jointly with any other Domestic Lender, agrees, upon the terms and subject to the conditions herein set forth,
(i) each U.S. Term Loan Lender agrees , to make Credit Extensions to or for the U.S. Borrower on benefit of the Closing Date a U.S. Term Loan in Dollars in a principal amount equal to its U.S. Term Loan Commitment; and
(ii) Domestic Borrowers, and each Canadian Term Loan Lender severally and not jointly with any other Canadian Lender, agrees to make to the Canadian Borrower on the Closing Date a Canadian Term Loan in Dollars in a principal amount equal to its Canadian Term Loan Commitment. Amounts paid or repaid in respect of Term Loans may not be reborrowed.
(b) Subject to upon the terms and subject to the conditions herein set forth,, to make Credit Extensions to the Canadian Borrower, on a revolving basis, subject in each case to the following limitations:
(i) each U.S. Revolving Lender agrees The initial Credit Extensions to make to the U.S. Borrower or the Canadian Borrower at any time and from time to time during the period commencing be made on the Closing Date to the Initial Borrower to consummate the TRU Acquisition shall not exceed $700,000,000 and ending shall, on a pro forma basis after giving effect the Termination Date (or the earlier date of termination completion of the U.S. Revolving Commitment) U.S. Revolving Loans transactions described in Dollars Schedule 1.4 hereto, not result in an aggregate principal amount not to exceed, when added to such Lender’s Applicable Percentage the violation of the then aggregate U.S. Revolving Credit Utilization, the U.S. Revolving Commitment provisions of such Lender, andSECTION 6.10 hereof.
(ii) each Canadian Revolving Lender agrees to make The aggregate outstanding amount of the Credit Extensions to the U.S. Borrower or Domestic Borrowers shall not at any time exceed Domestic Availability;
(iii) The aggregate outstanding amount of the Credit Extensions to the Canadian Borrower shall not at any time and exceed Canadian Availability;
(iv) Letters of Credit shall be available from the Issuing Banks to the Borrowers, subject to the ratable participation of the Domestic Lenders or Canadian Lenders, as applicable, as set forth in SECTION 2.13. The Domestic Borrowers shall not at any time permit the aggregate Domestic Letter of Credit Outstandings at any time to exceed the Domestic Letter of Credit Sublimit and the Canadian Borrower shall not at any time during permit the period commencing aggregate Canadian Letter of Credit Outstandings to exceed the Canadian Letter of Credit Sublimit;
(v) The Loans made to and the Letters of Credit issued on behalf of, the Closing Date and ending on Canadian Borrower by the Termination Date (Canadian Lenders may be either in $ or CD$, at the earlier date of termination option of the Canadian Borrower, as herein set forth;
(vi) The Revolving CommitmentCredit Loans made to the Canadian Borrower shall be Prime Rate Loans or BA Equivalent Loans, or if made in Dollars, shall be LIBO Loans or Dollar denominated Prime Rate Loans;
(vii) Canadian Revolving Loans No Lender shall be obligated to make any Credit Extension (A) to the Domestic Borrowers in Dollars or Canadian Dollars in an aggregate principal amount not to exceed, when added to excess of such Lender’s Applicable Percentage of the then aggregate Canadian Revolving Credit UtilizationDomestic Commitment, or (B) to the Canadian Revolving Commitment Borrower in excess of such Lender’s Canadian Commitment;
(viii) The aggregate outstanding amount of the Tranche A-1 Credit Extensions shall not at any time exceed the lesser of the Tranche A-1 Commitments or Incremental Availability;
(ix) 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). 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 shall be issued under Tranche A; and
(x) Subject to all of the terms and conditions set forth hereinother provisions of this Agreement, Revolving Credit Loans to the Borrowers that are repaid may be repaid and reborrowedreborrowed prior to the Termination Date. No new Credit Extensions (other than Permitted Overadvances) shall be made to the Borrowers after the Termination Date.
(cb) Each Except as provided in SECTION 2.01(a)(ix), each Borrowing of Revolving Credit Loans to the Domestic Borrowers (other than Swingline Loans) shall be made by the Domestic Lenders pro rata in accordance with their respective applicable Domestic Commitments and each Borrowing by the Canadian Borrower of Revolving Loans (other than Swingline Loans to the Canadian Borrower) shall be made by the Canadian Lenders pro rata in accordance with their Canadian Commitments; provided, however, that the . The failure of any Domestic Lender or Canadian Lender, as applicable, to make any Loan to the Domestic Borrowers or the Canadian Borrower, as applicable, shall not neither relieve any other Domestic Lender or Canadian Lender, as applicable, of its obligation to fund its Loan to the Domestic Borrowers or the Canadian Borrower, as applicable, in itself relieve accordance with the provisions of this Agreement nor increase the obligation of any such other Lenders of their obligations to lendDomestic Lender or Canadian Lender, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Toys R Us Inc)