Liability of Borrowers. The obligations of each Borrower hereunder are separate and distinct and notwithstanding anything hereinafter contained no Borrower shall be liable for the obligations of any other Borrower hereunder or for the obligations of the Borrowers' Agent hereunder save that (1) this clause shall not affect the obligations of any Borrower in its capacity as a Guarantor and (2) the obligations of the Borrowers pursuant to clauses 15 and 18 shall be joint and several.
Liability of Borrowers. Except as expressly provided in ----------------------- this Agreement, the obligations of each Borrower hereunder shall be several obligations with respect to Loans made to it.
Liability of Borrowers. The Borrowers are engaged as an integrated group in the telecommunications businesses conducted by them, and each Borrower expects to derive benefit, directly or indirectly, from the credit extended by the Lenders hereunder, both in its individual capacity and as a member of such integrated group. Each Borrower will be jointly and severally liable for the payment of all Obligations incurred under this Agreement and the other Loan Documents, including all obligations in respect of principal, interest, reimbursement of LC Disbursements, the posting of cash Collateral, fees, expense reimbursements and indemnities. If, in any action or proceeding before any court of competent jurisdiction under any state or Federal bankruptcy, insolvency, reorganization or similar law affecting the rights of creditors generally, the joint and several obligations of any Borrower in respect of the Obligations would otherwise, taking into account the provisions of the Indemnity, Subrogation and Contribution Agreement and other rights of such Borrower under applicable law, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of other senior creditors of such Borrower, on account of the amount of such Borrower's liability in respect of the Obligations, then, notwithstanding any provision hereof to the contrary, the amount of such liability shall be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other senior creditors, as determined by such court in such action or proceeding.
Liability of Borrowers. (a) If the Lender makes any payment to a Beneficiary under a Credit Support Document, the Borrowers must pay to the Lender immediately on demand Same Day Funds in the same amount and in the same currency as the payment made by the Lender to the Beneficiary.
(b) The liability of the Borrowers under clause 8.9(a) in respect of any Credit Support Document is a continuing obligation and only ceases upon the Borrower paying to the Lender all amounts required to be paid under this agreement in respect of the Credit Support Document.
Liability of Borrowers. 18.11.1 Each Borrower shall be solidarily (that is, jointly and severally) liable for the aggregate amount of Borrowings and for all the obligations and liabilities of the Borrowers hereunder. Each Borrower hereby renounces to the benefits of division and discussion. The liability of a Borrower hereunder shall not be released, reduced or affected by reason of any waiver or extension granted by the Lenders without the consent of such Borrower or by reason of any release of or stay of proceedings against the other Borrower pursuant to any law or by reason of any circumstance which might constitute a defence available to a guarantor.
18.11.2 Each of the Borrowers irrevocably appoints the other to act as its attorney for the purposes of exercising the rights and performing the obligations of the Borrowers hereunder and the Borrowers shall be bound by all things done and documents executed by any Borrower.
Liability of Borrowers. The liability of each Person constituting a Borrower under the Loan Documents shall be joint and several with all other Persons that constitute a Borrower under the Loan Documents.
Liability of Borrowers. Notwithstanding any provision herein or in any other Loan Document, the Borrowers, and each of them, are and shall be jointly and severally liable for any and all Obligations (whether any such Obligation is specified as an obligation of the Borrowers or of any of them).
Liability of Borrowers. 59 ---------------------- Exhibit A-1 Form of Competitive Bid Request Exhibit A-2 Form of Notice of Competitive Bid Request Exhibit A-3 Form of Competitive Bid Exhibit A-4 Form of Standby Borrowing Request Exhibit B Form of Guaranty Exhibit C Form of Closing Certificate Exhibit D Form of Opinion Exhibit E Form of Assignment and Acceptance Schedule 2.01 Commitments Schedule 3.06 Disclosure Schedule 3.08 Restricted Subsidiaries Schedule 3.09 Material Litigation 364-DAY REVOLVING CREDIT AGREEMENT dated as of December 3, 1996 (the "Agreement"), among X. X. XXXXXX COMPANY, INC., a Delaware corporation ("JCPenney"), X. X. PENNEY FUNDING CORPORATION, a Delaware corporation ("Funding"), the lenders listed in Schedule 2.01 (as of any date, together with any permitted assigns hereunder on such date, the "Lenders"), BANK OF AMERICA ILLINOIS, BANKERS TRUST COMPANY, THE CHASE MANHATTAN BANK, CITIBANK, N.A., XXXXXX GUARANTY TRUST COMPANY OF NEW YORK and NATIONSBANK OF TEXAS, N.A., as co-agents for the Lenders (in such capacity, the "Co-Agents"), and CREDIT SUISSE, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). The Borrowers (as herein defined) have requested the Lenders to extend credit to the Borrowers in order to enable them to borrow on a standby revolving credit basis on and after the Closing Date (as herein defined) and at any time and from time to time prior to the Maturity Date (as herein defined) an aggregate principal amount not in excess of $1,500,000,000 at any time outstanding. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Borrowers may invite the Lenders to bid on an uncommitted basis on borrowings by the Borrowers scheduled to mature on or prior to the Maturity Date. The proceeds of such borrowings are to be used (i) to finance the purchase by Acquisition Co. (as herein defined) of common stock of Eckerd (as herein defined) pursuant to the Tender Offer (as herein defined), (ii) to finance the purchase by JCPenney of shares of its own common stock pursuant to the Share Repurchase (as herein defined), (iii) to finance the repayment of certain outstanding indebtedness of Eckerd, (iv) to pay fees and expenses relating to the foregoing transactions and (v) for general corporate purposes, including, without limitation, working capital requirements, liquidity and the repayment of maturing commercial paper and other indebtedness of the Borrowers. The Lenders will extend such cred...
Liability of Borrowers. The parties intend that this Agreement shall in all circumstances be interpreted to provide that each Foreign Borrower is liable only for Loans made to such Borrower, interest on such Loans, such Foreign Borrower's guaranty pursuant to Section 2.12(l)(ii) of reimbursement obligations owing to the Designated Letter of Credit Issuer by its Foreign Subsidiaries, and its Ratable Borrower Share of otherwise unallocated general fees, reimbursements and charges hereunder and under any other Loan Document. The parties likewise intend that this Agreement shall in all circumstances be interpreted to provide, unless otherwise expressly stated to the contrary, that each Domestic Borrowers and each Domestic Subsidiary which is a party to a Subsidiary Guaranty is liable for all Obligations of all of the Borrowers.
Liability of Borrowers. (a) Borrowers are accepting liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the benefit, directly and indirectly, of Borrowers.
(b) Borrowers hereby irrevocably and unconditionally accept liability with respect to the payment and performance of all of the Obligations (including, any Obligations arising under this Section 2.06). The Obligations of Borrowers under the provisions of this Agreement constitute the absolute and unconditional, full recourse Obligations of Borrowers enforceable against Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.
(c) Except as otherwise expressly provided in this Agreement, Borrowers hereby waive notice of acceptance of its liability, notice of any advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Agents or the DIP Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages, and, generally, to the extent permitted by applicable law, all demands, notices, and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Borrowers hereby assent to, and waive notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent, or other action or acquiescence by the Agents or the DIP Lenders at any time or times in respect of any default by a Borrower in the performance or satisfaction of any term, covenant, condition, or provision of this Agreement, any and all other indulgences whatsoever by the Agents or the DIP Lenders in respect of any of the Obligations, and the taking, addition, substitution, or release, in whole or in part, at any time or times, of any security for any of the Obligations. Without limiting the generality of the foregoing, Borrowers assent to any other action or delay in acting or failure to act on the part of any Agent or DIP Lender with respect to the failure by Borrowers to comply with any of its Obligations, including any failure strictly or dil...
