Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, subject in each case to the following limitations: (i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap, (ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment, (iii) the Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Sublimit, and (iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Tranche A Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero. (b) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations: (i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap, (ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and (iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein. (c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F. (d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, and modify or eliminate Reserves, and (ii) so long as no Trigger Period shall exist, shall give the Lead Borrower two (2) Business Days prior written notice before any such change becomes effective.
Appears in 1 contract
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding principal amount not to exceed at any time outstanding the lesser of (x) the amount of such LenderXxxxxx’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
(ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LenderXxxxxx’s Tranche A Commitment,, and
(iii) the Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Sublimit Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Loans may be Base Rate Loans or LIBO Rate SOFR Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to The Reserves as of the terms and conditions Closing Date are set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to in the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder Certificate delivered pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided hereinSection 4.01(c) hereof.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.
(d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves. The Agent will provide notice to Lead Borrower of any new categories of Reserves that may be established after the Closing Date or any changes in the methodology of the calculation of an existing category of Reserves and will be available to consult with the Lead Borrower in connection with the basis for such new categories of Reserves to the extent the Lead Borrower requests in a reasonably timely manner, provided, that, no such notice shall be required at any time a Default or an Event of Default exists or has occurred and is continuing, or a change solely as a result of mathematical calculations. Without limitation of the rights of Agent under Section 2.01(c) of the Credit Agreement to establish, modify or eliminate Reserves, on and after the Amendment No. 5 Effective Date, the Availability Reserve based on the amount of the deposits made by customers with respect to the purchase of goods or the performance of services and layaway obligations of the Borrowers shall be 50% of such amount, provided, that, (a) if at any time the amount equal to (i) the unrestricted cash of the Borrowers based on the most recent financial statements of the Borrowers, or at the Agent’s option, such other more current reports of such amounts as the Agent may receive, minus (ii) so long the amount of the then outstanding Obligations is less than $10,000,000, the Agent may increase the amount of such Availability Reserve up to 100% of the amount of such deposits (or such lesser amount as no Trigger Period the Agent may determine, but without limitation of the right of the Agent from time to time thereafter to increase it) and (b) if at any time a Default or Event of Default exists or has occurred and is continuing, the Agent may increase the amount of such Availability Reserve up to 100% of the amount of such deposits (or such lesser amount as Agent may determine, but without limitation of the right of Agent from time to time thereafter to increase it). Without limitation of any other rights of the Agent, the Borrowers shall exist, shall give provide to the Lead Borrower two (2) Business Days prior written notice before any Agent such change becomes effectiveinformation with respect to the unrestricted cash of the Borrowers from time to time promptly upon the request of the Agent.
Appears in 1 contract
Samples: Credit Agreement (Lovesac Co)
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Revolving Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Revolving Loan Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
(ii) after giving effect to any Tranche A Revolving Loan, the Total Tranche A Outstandings shall not exceed the Tranche A Revolving Loan Limit,
(iii) after giving effect to any Committed BorrowingBorrowing pursuant to which Tranche A Revolving Loans are requested, the aggregate Outstanding Amount of the Tranche A Committed Revolving Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Loan Commitment,
(iiiiv) the The Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and,
(ivv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Revolving Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Revolving Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A-1 Revolving Loan Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed BorrowingRevolving Loan, the aggregate Outstanding Amount of Total Tranche A-1 Outstandings shall not exceed the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 CommitmentRevolving Loan Limit, and
(iii) after giving effect to any Committed Borrowing pursuant to which Tranche A-1 Committed BorrowingRevolving Loans are requested, the Total Outstandings aggregate Outstanding Amount of the Tranche A-1 Revolving Loans of any Lender, shall not exceed the such Lender’s Tranche A-1 Revolving Loan CapCommitment. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(b)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(b)2.01. Tranche A-1 Committed Revolving Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein.
(c) As The following are the Inventory Reserves and Availability Reserves as of the Closing Date, certain details of :
(i) Shrink Reserve (an Inventory Reserve): An amount equal to the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) are amount set forth in on the form of Borrowing Base Certificate attached hereto delivered on the Closing Date;
(ii) Rent Reserve (an Availability Reserve): An amount equal to one (1) month’s rent for all of the Borrowers’ Store Leased Locations in each Landlord Lien State, other than Store Leased Locations with respect to which the Administrative Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Administrative Agent;
(iii) Customer Deposits Reserve (an Availability Reserve): An amount equal to thirty-three percent (33%) of the Customer Deposits;
(iv) Priority Payables Reserve (an Availability Reserve); and
(v) Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to thirty-three percent (33%) of the Customer Credit Liabilities as Exhibit F.reflected in the Borrowers’ books and records.
(d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion discretion to establish, and modify or eliminate Reserves, and Reserves against the Tranche A Borrowing Base. The Administrative Agent upon three (ii) so long as no Trigger Period shall exist, shall give the Lead Borrower two (23) Business Days prior written notice before to the Lead Borrower with respect to the establishment of any new categories of Reserves or changes in the methodology of the calculation of an existing category of Reserves (during which period the Administrative Agent shall be available to discuss any such proposed new category of Reserves or proposed changes to methodology with Borrowers and Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such reserve or change becomes effectiveno longer exists in a manner and to the extent reasonably satisfactory to Administrative Agent); provided, that, no such prior notice shall be required (i) at any time that an Event of Default is continuing, (ii) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (iii) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by the Administrative Agent in its Permitted Discretion. The Administrative Agent shall not establish any Reserves that are duplicative of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria.
Appears in 1 contract
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, (i) each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability PeriodPeriod on which the Agent’s offices are open to conduct business, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
Base and (ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,
(iii) the Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Tranche A Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing BaseLoan Cap, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the sum of the Tranche A Loan Cap and the Tranche A-1 Loan Cap;
(ii) after giving effect to any Borrowing of Tranche A Loans, the aggregate Outstanding Amount of the Tranche A Loans of any Tranche A Lender shall not exceed the lesser of (x) such Tranche A Lender’s Tranche A Commitment and (y) such Tranche A Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base;
(iii) the aggregate outstanding principal amount of Tranche A Loans and L/C Obligations shall not at any time exceed the Aggregate Tranche A Commitments;
(iv) after giving effect to any Borrowing of Tranche A-1 Loans, the aggregate Outstanding Amount of the Tranche A-1 Loans of any Tranche A-1 Lender, shall not exceed the lesser of (x) such Tranche A-1 Lender’s Tranche A-1 Commitment and (y) such Tranche A-1 Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Loan Cap;
(v) the aggregate outstanding principal amount of the Tranche A-1 Loans shall not exceed the Aggregate Tranche A-1 Commitments;
(vi) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit; and
(vii) after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Maximum Loan Amount. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b)2.01, prepay under Section 2.05, and reborrow Committed Loans under this Section 2.01(b). Tranche A-1 Committed Loans may be 2.01.
(b) The Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder Certificate delivered pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided hereinSection 4.01(c) hereof.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.
(d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, and modify or eliminate Reserves, and (ii) so long as no Trigger Period shall exist, shall give the Lead Borrower two (2) Business Days prior written notice before any such change becomes effective.
Appears in 1 contract
Samples: Credit Agreement (Kid Brands, Inc)
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Term Lender severally agrees to make a loan to the Borrower on the Closing Date in a principal amount not to exceed the Term Commitment of such Term Lender. Amounts repaid in respect of the Term Loan may not be reborrowed, and upon each Term Lender’s making of such Term Loan, the Term Commitment of such Term Lender shall be terminated.
(b) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Tranche A Committed Revolving Loan”) to the Borrowers Borrower from time to time, on any Business Day during the Tranche A Availability PeriodPeriod on which the Agent’s offices are open to conduct business, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Revolving Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Revolving Credit Borrowing, the Tranche A Total Revolver Outstandings shall not exceed the Tranche A Maximum Revolving Loan Cap,Amount;
(ii) after giving effect to any Tranche A Committed Revolving Credit Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Revolving Loans of any Tranche A Lender, plus Revolving Lender shall not exceed the lesser of (A) such Lender’s Tranche A Revolving Commitment and (B) such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,Borrowing Base; and
(iii) the Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow make Revolving Credit Borrowings under this Section 2.01(a)2.01, prepay under Section 2.052.04, and reborrow Committed Revolving Loans under this Section 2.01(a). Tranche A Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein2.01.
(c) As The Reserves as of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) Date are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.delivered pursuant to Section 4.01(c) hereof.
(d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, and modify or eliminate Reserves, and (ii) so long as no Trigger Period shall exist, shall give the Lead Borrower two (2) Business Days prior written notice before any such change becomes effective.
Appears in 1 contract
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
(ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,
(iii) the The Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Loans may be Base Rate Loans or LIBO LIBOR Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.9656966v810314033v12
(b) Subject to the terms The Inventory Reserves and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, Reserves as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) Date are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.
(ddelivered pursuant to Section 4.01(c) hereof. The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, and modify or eliminate Reserves, and Reserves upon three (ii3) so long as no Trigger Period shall exist, shall give Business Days’ prior written notice to the Lead Borrower two (during which period the Agent shall be available to discuss in good faith any such proposed Reserve with the Borrowers); provided that no such prior written notice shall be required (1) after the occurrence and during the continuance of a Default or Event of Default, (2) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (3) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Days prior written notice before Day period; provided, further, that no Borrowings shall be permitted (or Letters of Credit issued) against the newly proposed Reserves during any such change becomes effectivethree (3) Business Day period.
Appears in 1 contract
Samples: Credit Agreement (Lands' End, Inc.)
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding (x) so long as no ABL Compliance Event has occurred and is continuing, the amount of such Lender’s Commitment, or (y) if an ABL Compliance Event has occurred and is continuing, the lesser of (x1) the amount of such Lender’s Tranche A Commitment, Commitment or (y2) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, subject in each case to the following limitationsfollowing:
(i) after giving effect to any Tranche A Committed BorrowingBorrowing or the issuance of any Letter of Credit, if no ABL Compliance Event has occurred and is continuing, the Tranche A Total Outstandings shall not at any time exceed the Tranche A Aggregate Commitments and, if an ABL Compliance Event has occurred and is continuing, the Total Outstandings shall not at any time exceed the Loan Cap,
(ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,
(iii) the The Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Sublimit Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms The Inventory Reserves and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, Reserves as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) Date are set forth in the form of Borrowing Base Certificate form attached hereto as Exhibit F.
(dc) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion reasonable discretion to establish, and modify or eliminate Reserves, and (ii) so long as no Trigger Period shall exist, shall give the Lead Borrower two (2) Business Days prior written notice before any such change becomes effective.
Appears in 1 contract
Samples: Credit Agreement (Petsmart Inc)
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, (i) each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
, and (ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,
(iii) the Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Tranche A Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, time on any Business Day during the Tranche A-1 Availability Period, Period in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, Loan Cap; such in each case to the following limitations; subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Committed Borrowing of a Tranche A Loan, the aggregate Outstanding Amount of the Tranche A Loans of any Tranche A Lender, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Tranche A Lender’s Tranche A Commitment and (y) such Tranche A Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base,
(iii) after giving effect to any Committed Borrowing of a Tranche A Loan, the Total Tranche A Outstandings shall not exceed the Tranche A Loan Cap,
(iv) after giving effect to any Committed Borrowing of a Tranche A-1 Committed BorrowingLoan, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender Lender, shall not exceed the lesser of (x) such Tranche A-1 Lender’s Tranche A-1 Commitment, andCommitment and (y) such Tranche A-1 Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base,
(iiiv) after giving effect to any Committed Borrowing of a Tranche A-1 Committed BorrowingLoan, the Total Outstandings aggregate Outstanding Amount of the Tranche A-1 Loans shall not exceed the Tranche A-1 Loan Cap, and
(vi) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(b)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(b)2.01. Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. .
(b) The credit facility provided hereunder Inventory Reserves and Availability Reserves as of the Closing Date are set forth in the Borrowing Base Certificate delivered pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided hereinSection 4.01(c) hereof.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.
(d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion discretion to establish, and modify or eliminate Reserves, and (ii) so long as no Trigger Period shall exist, shall give the Lead Borrower two (2) Business Days prior written notice before any such change becomes effective.
Appears in 1 contract
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans in Dollars (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
(ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,, and
(iii) the Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Loans may be Base Rate Loans or LIBO LIBOR Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.
(d) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, and modify or eliminate ReservesReserves upon three (3) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Lead Borrower and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that no such prior notice shall be required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (ii2) changes to Reserves or establishment of additional Reserves if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Day period, or (3) changes to Reserves when a Default or Event of Default exists. Promptly after the Administrative Agent has knowledge that the event, condition or matter which is the basis for the establishment of a Reserve no longer exists, the Administrative Agent shall eliminate such Reserve.
(c) Anything to the contrary in this Section 2.01 or otherwise notwithstanding, for so long as no Trigger Period shall existthe New Albertson’s Indenture is in effect and includes any limitation on the amount of Indebtedness that may be secured by the NAI Restricted Collateral, shall give the Lead Borrower two (2) Business Days prior written notice before NAI Restricted Collateral subject to the Lien of the Collateral Agent will secure only the Maximum NAI Credit Facility Amount. The Collateral Agent may at any time and from time to time require that a Responsible Officer execute and deliver to the Collateral Agent a certificate, in form and substance reasonably satisfactory to the Collateral Agent, calculating the Maximum NAI Credit Facility Amount, including certifying the accuracy of such change becomes effectivecalculation and providing such reasonable detail as to the basis for such calculation as the Collateral Agent may from time to time request.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Commitment, or Commitment and (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,lesser of (A) the Aggregate Commitments and (B) the Borrowing Base;
(ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Tranche A Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Tranche A Lender’s Tranche A Commitment,Commitment and (y) such Tranche A Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base;
(iii) the Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and;
(iv) after the giving effect to any aggregate outstanding principal amount of Tranche A Committed BorrowingLoans, Swing Line Loans and L/C Obligations shall not at any time exceed the Total Outstandings Aggregate Tranche A Commitments; and
(v) the aggregate outstanding principal amount of the Tranche A-1 Loans shall not exceed the Loan CapAggregate Tranche A-1 Commitments. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers any Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Loans may be Base Prime Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to The following are the terms and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage Reserves as of the Tranche A-1 Borrowing Base, subject in each case to the following limitationsClosing Date:
(i) after giving effect Shrink for Inventory owned by the Lead Borrower and its Subsidiaries tracked by the Lead Borrower’s perpetual inventory system (an Inventory Reserve): An amount equal to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed shrink reserve reflected in the Tranche A-1 Loan Cap,Lead Borrower’s general ledger plus one month’s average shrink resulting from cycle count activity for Stores and distribution centers;
(ii) after giving effect Shrink for Inventory owned by CSK and its Subsidiaries tracked by CSK’s perpetual inventory system (an Inventory Reserve): An amount equal to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount shrink reserve reflected in the Lead Borrower’s general ledger less the value of cycle count adjustments not yet recorded in the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, andgeneral ledger;
(iii) after giving effect Rent (an Availability Reserve): An amount equal to one (1) month’s rent for all of the Borrowers’ leased locations in the States of Washington, Virginia and Pennsylvania at which Eligible Inventory is located, other than any Tranche A-1 Committed Borrowingsuch leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement;
(iv) Dilution Reserve (a Receivable Reserve): An amount equal to one week of the average monthly aggregate of returns, credits and charge-offs recorded against Eligible Non-Credit Card Receivables;
(v) Customer Credit Liabilities (an Availability Reserve): An amount equal to fifty percent (50%) of the Total Outstandings shall not exceed Customer Credit Liabilities as reflected in the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, Borrowers’ books and subject records; and
(vi) Environmental Compliance Reserve (a Realty Reserve): An amount equal to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein$750,000.
(c) As At the time of the Closing Date, certain details of the calculation delivery of each of Borrowing Base Certificate, to the extent that the Tranche A-1 Loans exceed Incremental Availability as reflected in such Borrowing Base Certificate, an Availability Reserve shall be established under the Tranche A Borrowing Base in the amount of such excess, which Reserve shall remain in effect until, and shall be adjusted in accordance with the Tranche A-1 foregoing provisions upon, delivery of the subsequent Borrowing Base (including Reserves and certain ineligible Collateral) are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.Certificate.
(d) The In addition to its rights under Section 2.01(c), the Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion Discretion, to establish, and modify or eliminate ReservesReserves upon five (5) Business Days’ prior written notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Borrowers and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists); provided that (i) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, Rent and Customer Credit Liabilities), provided, however, that the Administrative Agent shall provide the Lead Borrower with written notice of any such change no later than the Business Day of such change or establishment, and (ii) so long as no Trigger Period shall exist, shall give only one (1) Business Day’s prior written notice to the Lead Borrower two (2during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Borrowers and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or modification no longer exists) shall be required for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it is reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such five (5) Business Days prior written notice before Day period. The amount of any such change becomes effectiveReserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Inventory”, “Eligible Credit Card Receivables”, “Eligible Non-Credit Card Receivables” or “Eligible Real Estate” and vice versa, or reserves or criteria deducted in computing the cost or value of Eligible Inventory, Eligible Credit Card Receivables, Eligible Non-Credit Card Receivables or Eligible Real Estate and vice versa. Nothing contained herein shall permit the Agents to establish Reserves which would not be permitted under the definitions of “Availability Reserves”, “Receivables Reserves” or “Inventory Reserves”.
Appears in 1 contract
Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make loans (each such loan, a “Tranche A Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate outstanding principal amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Commitment, or (y) such Lender’s Tranche A Applicable Percentage of the Tranche A Borrowing Base, ; subject in each case to the following limitations:
(i) after giving effect to any Tranche A Committed Borrowing, the Tranche A Total Outstandings shall not exceed the Tranche A Loan Cap,
(ii) after giving effect to any Tranche A Committed Borrowing, the aggregate Outstanding Amount of the Tranche A Committed Loans of any Tranche A Lender, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all LC L/C Obligations, plus such Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Commitment,
(iii) the The Outstanding Amount of all LC L/C Obligations shall not at any time exceed the Letter of Credit Sublimit, and
(iv) after the giving effect to any Tranche A Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A Lender’s Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a)2.01. Tranche A Committed Loans may be Base Rate Loans or LIBO LIBOR Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Tranche A Lenders shall not be obligated to advance any Tranche A Committed Loans (other than in respect LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Tranche A-1 Availability is greater than zero.
(b) Subject to the terms The Inventory Reserves and conditions set forth herein, each Tranche A-1 Lender severally agrees to make loans (each such loan, a “Tranche A-1 Committed Loan”) to the Borrowers from time to time, on any Business Day during the Tranche A-1 Availability Period, in an aggregate outstanding amount not to exceed at any time the lesser of (x) the amount of such Lender’s Tranche A-1 Commitment, or (y) such Lender’s Tranche A-1 Applicable Percentage of the Tranche A-1 Borrowing Base, subject in each case to the following limitations:
(i) after giving effect to any Tranche A-1 Committed Borrowing, the Tranche A-1 Total Outstandings shall not exceed the Tranche A-1 Loan Cap,
(ii) after giving effect to any Tranche A-1 Committed Borrowing, the aggregate Outstanding Amount of the Tranche A-1 Committed Loans of any Tranche A-1 Lender shall not exceed such Lender’s Tranche A-1 Commitment, and
(iii) after giving effect to any Tranche A-1 Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap. Within the limits of each Tranche A-1 Lender’s Tranche A-1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Committed Loans may be Base Rate Loans or LIBO Rate Loans, Reserves as further provided herein. The credit facility provided hereunder pursuant to the Tranche A-1 Commitments shall be funded on a first-in basis and repaid on a last-out basis, all as provided herein.
(c) As of the Closing Date, certain details of the calculation of each of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base (including Reserves and certain ineligible Collateral) Date are set forth in the form of Borrowing Base Certificate attached hereto as Exhibit F.delivered pursuant to Section 4.01(c) hereof. -58-
(dc) The Administrative Agent shall (i) have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, and modify or eliminate Reserves, and Reserves upon three (ii3) so long as no Trigger Period shall exist, shall give Business Days’ prior written notice to the Lead Borrower two (during which period the Agent shall be available to discuss in good faith any such proposed Reserve with the Borrowers); provided that no such prior written notice shall be required (1) after the occurrence and during the continuance of a Default or Event of Default, (2) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (3) for changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the expiration of such three (3) Business Days prior written notice before Day period; provided, further, that no Borrowings shall be permitted (or Letters of Credit issued) against the newly proposed Reserves during any such change becomes effectivethree (3) Business Day period.
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