Common use of Lenders’ Commitments Clause in Contracts

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 (which provide for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed hereto. (b) The obligations of the Revolving Credit Lenders hereunder are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Revolving Credit Lender’s Maximum Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment). (e) Upon written notice given the Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d): (i) The Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 3 contracts

Sources: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT 2.25, annexed hereto. (b) Subject to Section 16.1 (which provides for assignments and assumptions of commitments), each Last Out Revolving Lender’s “Last Out Revolving Commitment Percentage”, and “Last Out Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on EXHIBIT 2.25, annexed hereto. (c) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit Facilities in excess of the lesser either of the following: (i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Revolving Credit Lender’s Maximum Revolving Credit Dollar Commitment. (d) The obligations of each Last Out Revolving Lender are several and not joint. Further, no No Last Out Revolving Credit Lender shall have any obligation to make any loan or advance under the Credit Facilities in excess of either of the following: (i) That Last Out Revolving Credit if the aggregate loans and advances outstanding under the Lender’s Last Out Revolving Credit attributable to such Revolving Credit Lender, after giving effect to Commitment Percentage of the subject loan or advance, would exceed the Maximum advance or of Last Out Availability. (ii) That Last Out Revolving Lender’s Last Out Revolving Credit Dollar Commitment of such Revolving Credit LenderCommitment. (ce) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit Facilities nor any obligation to make up any shortfall which may be created by such failure. (df) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, Last Out Revolving Credit Dollar Commitment, Last Out Revolving Commitment Percentage, and identities of the Lenders (but not the Revolving Credit Lenders Commitments or Last Out Commitments) may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, a Lender; provided, however unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower Borrowers’ Representative (not to be unreasonably withheld), which consent will be deemed given unless the Borrower Borrowers’ Representative provides the Administrative Agent with written objection, objection not more than Five five (5) Business Days after the Administrative Agent shall have given the Borrower Borrowers’ Representative written notice of a proposed assignment), such notice to state that consent will be deemed given by the Borrowers’ Representative if written objection is not received by the Administrative Agent within such five (5) Business Days. (eg) Upon written notice given the Borrower Borrowers’ Representative from time to time by the Agent, Administrative Agent of any assignment or allocation referenced in Section 2.22(d2.25(f): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Borrower Borrowers’ Representative the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights rights, privileges, and privileges obligations of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 3 contracts

Sources: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 (which provide for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed hereto. (b) The obligations of the Revolving Credit Lenders hereunder are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Revolving Credit Lender’s Maximum Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, provided, however unless however, that (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then a Revolving Credit Lender Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent Lender with written objection, not more than Five five (5) Business Days after the Agent Lender shall have given the Borrower written notice of a proposed assignment). (eii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time by the AgentLender, of any assignment or allocation referenced in Section 2.22(d2-23(a): (i) The Borrower shall execute replacement one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the AgentLender, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the AgentLender’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage CommitmentsCommitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Appears in 2 contracts

Sources: Loan and Security Agreement (Aeropostale Inc), Loan and Security Agreement (Aeropostale Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 16-1 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, ” and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is are set forth on SCHEDULE 2.22EXHIBIT 2-22, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) In the event of the Borrower’s exercise of its right to reduce the Revolving Credit Ceiling, the effect of such reduction shall be distributed, pro rata, amongst the Revolving Credit Lenders based on their then respective Revolving Credit Dollar Commitments. (e) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior written consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment). (ef) Upon written notice given the Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d2-22(e): (i) The Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 2 contracts

Sources: Loan and Security Agreement (Hastings Entertainment Inc), Loan and Security Agreement (Hastings Entertainment Inc)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “'s "Revolving Credit Percentage Commitment”", and “"Maximum Revolving Credit Dollar Commitment” " (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment). (e) Upon written notice given the Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d): (i) The Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 2 contracts

Sources: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 7.1 of the Agency Agreement (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed heretoEXHIBIT 2.22(a). (b) The obligations of the Revolving Credit Lenders hereunder each Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit that Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability.; and (ii) That Revolving Credit that Lender’s Maximum Revolving Credit unused Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment PercentagesPercentage Commitments, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages Percentage Commitments amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, provided, however unless an Event of Default has occurred (in which event, no consent of the Lead Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior written consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Administrative Agent with written objection, not more than Five (5) Business Days after the Administrative Agent shall have given the Lead Borrower written notice of a proposed assignment). (e) Upon written notice given the Lead Borrower from time to time by the Administrative Agent, of any assignment or allocation referenced in Section 2.22(d): (i) The Lead Borrower and the other Borrowers, if required by the Administrative Agent, shall execute one or more replacement Revolving Credit Notes (which notes shall replace any Revolving Credit Notes theretofore provided by the Borrowers) to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall cancel and deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Administrative Agent does not require the delivery of Revolving Credit Notes or that in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the BorrowerBorrowers, the Administrative Agent, in lieu of causing the Lead Borrower to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 2 contracts

Sources: Loan and Security Agreement (Mothers Work Inc), Loan and Security Agreement (Mothers Work Inc)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”'s "REVOLVING CREDIT PERCENTAGE COMMITMENT", and “Maximum Revolving Credit Dollar Commitment” "MAXIMUM REVOLVING CREDIT DOLLAR COMMITMENT" (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the any Borrower on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower Borrowers (not to be unreasonably withheld), which consent will be deemed given unless the Borrower Borrowers provides the Agent with written objection, not more than Five ten (510) Business Days after the Agent shall have given the Borrower Borrowers written notice of a proposed assignment). (e) Upon written notice given the Borrower Borrowers from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower Borrowers the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Agent, in lieu of causing the each Borrower to execute one or more new Revolving Credit Notes, may issue the Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter. (f) From time to time on not less than three (3) Business Days notice to the Agent, the Company may elect to increase (but not decrease) the Revolving Credit Ceiling in $10,000,000 increments up to a maximum amount equal to the Maximum Revolving Credit Ceiling.

Appears in 2 contracts

Sources: Loan and Security Agreement (Jacobson Stores Inc), Loan and Security Agreement (Jacobson Stores Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 17.1 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “'s "Revolving Credit Percentage Commitment”", and “Maximum "Revolving Credit Dollar Commitment” " (respectively so referred to herein) is set forth on SCHEDULE EXHIBIT 2.22, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser either of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Any loan which, when aggregated with all other loans made by that Revolving Credit Lender under the Revolving Credit and then outstanding, exceed that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Lead Borrower written notice of a proposed assignment). (e) Upon written notice given the Lead Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d2.23(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Childrens Place Retail Stores Inc)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”'s "REVOLVING CREDIT PERCENTAGE COMMITMENT", and “Maximum Revolving Credit Dollar Commitment” "REVOLVING CREDIT DOLLAR COMMITMENT" (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT 2.24, annexed hereto. Upon an increase in the Revolving Credit Ceiling in accordance with Section 2.25, each Revolving Credit Lender's Revolving Credit Percentage Commitment and Revolving Credit Dollar Commitment shall increase pro rata as the result of such increase in the Revolving Credit Ceiling, provided, however the Revolving Credit Ceiling shall not exceed $50,000,000.00. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser either of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Any loan which, when aggregated with all other loans made by that Revolving Credit Lender under the Revolving Credit and then outstanding, exceed that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Loan Parties on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower any Loan Party is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Agent with written objection, not more than Five five (5) Business Days after the Agent shall have given the Lead Borrower written notice of a proposed assignment). (e) Upon written notice given the Lead Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d2.24(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrowerany Loan Party, the Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Odd Job Stores Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 17.1 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”'s "REVOLVING CREDIT PERCENTAGE COMMITMENT", and “Maximum Revolving Credit Dollar Commitment” "REVOLVING CREDIT DOLLAR COMMITMENT" (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT 2.24, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser either of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders (but not the Revolving Credit Ceiling) may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”"; PROVIDED, provided, however HOWEVER unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower Borrowers' Representative (not to be unreasonably withheld), which consent will be deemed given unless the Borrower Borrowers' Representative provides the Administrative Agent with written objection, objection not more than Five five (5) Business Days after the Administrative Agent shall have given the Borrower Borrowers' Representative written notice of a proposed assignment), such notice to state that consent will be deemed given by the Borrowers' Representative if written objection is not received by the Administrative Agent within such five (5) Business Days. (e) Upon written notice given the Borrower Borrowers' Representative from time to time by the Agent, Administrative Agent of any assignment or allocation referenced in Section 2.22(d2.24(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Borrower Borrowers' Representative the Revolving Credit Notes so replaced) provided howeverPROVIDED HOWEVER, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights rights, privileges, and privileges obligations of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Designs Inc)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “'s "Revolving Credit Percentage Commitment”", and “Maximum "Revolving Credit Dollar Commitment” " (respectively so referred to herein) is set forth on SCHEDULE EXHIBIT 2.22, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser either of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Any loan which, when aggregated with all other loans made by that Revolving Credit Lender under the Revolving Credit and then outstanding, exceed that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Lead Borrower written notice of a proposed assignment). (e) Upon written notice given the Lead Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d2.23(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter. (f) Upon at least three (3) Business Days’ prior written notice to the Agent, the Lead Borrower may permanently reduce the Revolving Credit Dollar Commitments. Each such reduction shall be in the principal amount of $7,500,000.00 and not more than two (2) such reductions may be made during the term of this Agreement. Each such reduction shall (i) be applied ratably to the Revolving Credit Dollar Commitments of each Revolving Credit Lender and (ii) be irrevocable when given. At the effective time of each such reduction, the Borrowers shall pay to the Agent for application as provided herein (i) all earned and unpaid interest and fees accrued on the amount of the Revolving Credit Commitments so reduced through the date thereof, and (ii) any amount by which the aggregate unpaid balance of the Loan Account and the aggregate undrawn Stated Amount of all then outstanding L/C's exceed the amount to which the Revolving Credit Commitments are to be reduced, in each case pro-rata based on the amount prepaid.

Appears in 1 contract

Sources: Loan and Security Agreement (Drugmax Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”'s "REVOLVING CREDIT PERCENTAGE COMMITMENT", and “Maximum Revolving Credit Dollar Commitment” "REVOLVING CREDIT DOLLAR COMMITMENT" (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT , annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability. (ii) That Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) In the event of the Lead Borrower's exercise of its right to reduce the Revolving Credit Ceiling, the effect of such reduction shall be distributed, pro rata, amongst the Revolving Credit Lenders based on their then respective Revolving Credit Dollar Commitments. (e) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Administrative Agent with written objection, not more than Five (5) Business Days after the Administrative Agent shall have given the Lead Borrower written notice of a proposed assignment). (ef) Upon written notice given the Lead Borrower from time to time by the Administrative Agent, of any assignment or allocation referenced in Section 2.22(d):: (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Gymboree Corp)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 16-1 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”'s 'REVOLVING CREDIT COMMITMENT PERCENTAGE", and “Maximum Revolving Credit Dollar Commitment” "REVOLVING CREDIT COMMITMENT" (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT 2-22, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”" in accordance with the provisions of Article 16 hereof', provided, however unless FRFI shall at all times prior to the occurrence of an Event of Default has occurred retain at least ten percent (in which event, no consent 10%) of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject Commitments outstanding from time to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment)time. (e) Upon written notice given the Lead Borrower from time to time by the Administrative Agent, of any assignment or allocation referenced in Section 2.22(d2-22(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage CommitmentsCommitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Officemax Inc /Oh/)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 17.1 (which provide provides for assignments and assumptions of commitments) and Section 2.24 (which provides for the increase of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT 2.23, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser either of the following: (i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders (but not the Revolving Credit Ceiling) may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, ; provided, however unless an Event of Default has occurred (in which event, no consent of the any Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower Borrowers’ Representative (not to be unreasonably withheld), which consent will be deemed given unless the Borrower Borrowers’ Representative provides the Administrative Agent with written objection, objection not more than Five five (5) Business Days after the Administrative Agent shall have given the Borrower Borrowers’ Representative written notice of a proposed assignment), such notice to state that consent will be deemed given by the Borrowers’ Representative if written objection is not received by the Administrative Agent within such five (5) Business Days. (e) Upon written notice given the Borrower Borrowers’ Representative from time to time by the Agent, Administrative Agent of any assignment or allocation referenced in Section 2.22(d2.23(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Borrower Borrowers’ Representative the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights rights, privileges, and privileges obligations of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Casual Male Retail Group Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, 's "REVOLVING CREDIT PERCENTAGE COMMITMENT" and “Maximum Revolving Credit Dollar Commitment” "REVOLVING CREDIT DOLLAR COMMITMENT" (respectively so referred to herein) is are set forth on SCHEDULE 2.22EXHIBIT , annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) In the event of the Borrower's exercise of its right to reduce the Revolving Credit Ceiling, the effect of such reduction shall be distributed, pro rata, amongst the Revolving Credit Lenders based on their then respective Revolving Credit Dollar Commitments. (e) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”", provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior written consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment). (ef) Upon written notice given the Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d):: (i) The Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Hastings Entertainment Inc)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitmentsCommitments), each Revolving Credit Lender’s “'s "Revolving Credit Percentage Commitment”Commitment Percentage", and “Maximum "Revolving Credit Dollar Commitment” " (respectively so referred to herein) and each Term Loan Lender's "Term Loan Percentage", and "Term Loan Commitment" (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed heretoSchedule 2.23. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit this Agreement in excess of the lesser of the following: (i) That that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability.; or (ii) That that Revolving Credit Lender’s Maximum Revolving Credit Dollar 's Commitment. (c) The obligations of each Term Loan Lender are several and not joint. Further, no Revolving Credit No Term Loan Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit this Agreement in excess of that Term Loan Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender's Term Loan Commitment. (cd) No Revolving Credit Lender shall have any liability to the Borrower Credit Parties on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (de) The Revolving Credit Dollar Commitments, Term Loan Percentages, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments Commitments, Term Loan Percentages and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit "Lenders”, provided, however unless an Event " in accordance with the provisions of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment)Article 16 hereof. (ef) Upon written notice given the Lead Borrower from time to time by the Administrative Agent, of any assignment or allocation referenced in Section 2.22(d2.23(e): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Term Loan Percentages, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Term Loan Percentages and Revolving Credit Percentage CommitmentsCommitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Shopko Stores Inc)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 (which provide for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”, and “Maximum Revolving Credit Dollar Commitment” (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed hereto. (b) The obligations of the Revolving Credit Lenders hereunder are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s Revolving Credit Percentage Commitment of the subject loan or advance or of Availability. (ii) That Revolving Credit Lender’s Maximum Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit Lenders”, provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower Borrowers is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower Borrowers (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides Borrowers provide the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower Borrowers written notice of a proposed assignment). (e) Upon written notice given the Borrower Borrowers from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(d): (i) The Borrower Borrowers shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower Borrowers the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the BorrowerBorrowers, the Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Agent’s Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Gander Mountain Co)

Lenders’ Commitments. (a) Subject to Sections 16.1 and 16.2 Section 15-1 (which provide provides for assignments and assumptions of commitments), each Revolving Credit Lender’s “Revolving Credit Percentage Commitment”'s "REVOLVING CREDIT COMMITMENT PERCENTAGE", and “Maximum Revolving Credit Dollar Commitment” "REVOLVING CREDIT COMMITMENT" (respectively so referred to herein) is set forth on SCHEDULE 2.22EXHIBIT 2-20, annexed hereto. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) That Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability. (ii) That that Revolving Credit Lender’s Maximum 's Revolving Credit Dollar Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) No Revolving Credit Lender shall have any liability to the Borrower Borrowers on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “"Revolving Credit Lenders”, provided, however unless an Event " in accordance with the provisions of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment)Article 15 hereof. (e) Upon written notice given the Lead Borrower from time to time by the Administrative Agent, of any assignment or allocation referenced in Section 2.22(d2-20(d): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided provided, however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage CommitmentsCommitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Claires Stores Inc)

Lenders’ Commitments. (a) Subject to Sections Section 16.1 and 16.2 (which provide provides for assignments and assumptions of commitmentsCommitments), each Revolving Credit Lender’s “'s "Revolving Credit Percentage Commitment”Commitment Percentage", and “Maximum "Revolving Credit Dollar Commitment” " (respectively so referred to herein) is set forth on SCHEDULE 2.22, annexed heretoSchedule 2.23. (b) The obligations of the each Revolving Credit Lenders hereunder Lender are several and not joint. The failure of any Revolving Credit Lender to make any loan or advance under the Revolving Credit, to fund any participation in L/Cs and SwingLine Loans, or to make any payment pursuant to Section 19.9(c) on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Percentage Commitment, to purchase its participation, or to make its payment under Section 19.9(c). No Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit this Agreement in excess of the lesser of the following: (i) That that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the subject loan or advance or of Availability.; or (ii) That that Revolving Credit Lender’s Maximum Revolving Credit Dollar 's Commitment. Further, no Revolving Credit Lender shall have any obligation to make any loan or advance under the Revolving Credit if the aggregate loans and advances outstanding under the Revolving Credit attributable to such Revolving Credit Lender, after giving effect to the subject loan or advance, would exceed the Maximum Revolving Credit Dollar Commitment of such Revolving Credit Lender. (c) [Intentionally Omitted] (d) No Revolving Credit Lender shall have any liability to the Borrower Credit Parties on account of the failure of any other Revolving Credit Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (de) The Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities of the Revolving Credit Lenders may be changed, from time to time by the reallocation or assignment of Revolving Credit Dollar Commitments and Revolving Credit Commitment Percentages amongst the Revolving Credit Lenders or with other Persons who determine to become “Revolving Credit "Lenders”, provided, however unless an Event " in accordance with the provisions of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Revolving Credit Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment)Article 16 hereof. (ef) Upon written notice given the Lead Borrower from time to time by the Administrative Agent, of any assignment or allocation referenced in Section 2.22(d2.23(e): (i) The Each Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Maximum Revolving Credit Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the Administrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the Administrative Agent’s 's Certificate confirming the resulting Revolving Credit Dollar Commitments and Revolving Credit Percentage CommitmentsCommitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Revolving Credit Lender shall have all rights and privileges of a Revolving Credit Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Revolving Credit Lender is a signatory and any Person removed as a Revolving Credit Lender shall be relieved of any obligations or responsibilities of a Revolving Credit Lender hereunder thereafter.

Appears in 1 contract

Sources: Loan and Security Agreement (Shopko Stores Inc)