Common use of Certain Provisions Regarding Defaulting Lenders Clause in Contracts

Certain Provisions Regarding Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Swingline Commitment or L/C Commitment exists at the time a Revolving Lender becomes a Defaulting Lender (such Lender, a “Defaulting Revolving Lender”) then: (a) all or any part of such Swingline Commitment and L/C Commitment shall be reallocated among the non-Defaulting Revolving Lenders in accordance with their respective Revolving Percentages but only to the extent (i) the sum of all non-Defaulting Revolving Lenders’ Revolving Extensions of Credit plus such Defaulting Revolving Lender’s Revolving Extensions of Credit do not exceed the total of all non-Defaulting Revolving Lenders’ Revolving Commitments, (ii) the Revolving Extension of Credit of any such non-Defaulting Revolving Lender does not exceed such Revolving Lender’s Revolving Commitment after giving effect to the reallocation and (iii) the conditions set forth in Section 5.2 are satisfied at such time; (b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrower shall (i) first, within one Business Day following notice by the Administrative Agent, prepay any outstanding Swingline Loans to the extent the Swingline Commitments related thereto have not been reallocated pursuant to clause (a) above and (ii) second, within five Business Days following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s Revolving Percentage of the L/C Commitment (after giving effect to any partial reallocation pursuant to clause (a) above) for so long as such L/C Commitment is outstanding; and (c) if the L/C Commitment of the non-Defaulting Revolving Lenders is reallocated pursuant to clause (a) above, then the fees payable to the Lenders pursuant to Section 2.9 and Section 3.3 shall be adjusted in accordance with such non-Defaulting Revolving Lenders’ Percentages.

Appears in 3 contracts

Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)

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Certain Provisions Regarding Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Swingline Commitment or L/C Commitment exists at the time a Revolving Lender becomes a Defaulting Lender (such Lender, a “Defaulting Revolving Lender”) then: (a) all or any part of such Swingline Commitment and L/C Commitment shall be reallocated among the non-Defaulting Revolving Lenders in accordance with their respective Revolving Percentages but only to the extent (i) the sum of all non-Defaulting Revolving Lenders’ Revolving Extensions of Credit plus such Defaulting Revolving Lender’s Revolving Extensions of Credit do not exceed the total of all non-Defaulting Revolving Lenders’ Revolving Commitments, Commitments and (ii) the Revolving Extension of Credit of any such non-Defaulting Revolving Lender does not exceed such Revolving Lender’s Revolving Commitment after giving effect to the reallocation and (iii) the conditions set forth in Section 5.2 are satisfied at such time; (b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrower shall (i) first, within one Business Day following notice by the Administrative Agent, prepay any outstanding Swingline Loans to the extent the Swingline Commitments related thereto have not been reallocated pursuant to clause (a) above and (ii) second, within five Business Days following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s Revolving Percentage of the L/C Commitment (after giving effect to any partial reallocation pursuant to clause (a) above) for so long as such L/C Commitment is outstanding; and (c) if the L/C Commitment of the non-Defaulting Revolving Lenders is reallocated pursuant to clause (a) above, then the fees payable to the Lenders pursuant to Section 2.9 and Section 3.3 shall be adjusted in accordance with such non-Defaulting Revolving Lenders’ Percentages.

Appears in 1 contract

Samples: First Lien Credit Agreement (Engility Holdings, Inc.)

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Certain Provisions Regarding Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Swingline Commitment Exposure or L/C Commitment LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender (such Lender, a “Defaulting Revolving Lender”) then: (ai) all or any part of such Defaulting Revolving Lender’s Swingline Commitment Exposure and L/C Commitment LC Exposure shall be reallocated among the non-Defaulting Revolving Lenders in accordance with their respective Revolving Percentages Commitments but only to the extent (i) the sum of all non-Defaulting Revolving Lenders’ Revolving Extensions of Credit Outstandings plus such Defaulting Revolving Lender’s Revolving Extensions of Credit Outstandings do not exceed the total of all non-Defaulting Revolving Lenders’ Revolving Commitments, Commitments and (ii) the Revolving Extension of Credit of any such non-Defaulting Revolving Lender does not exceed such Revolving Lender’s Revolving Commitment after giving effect to the reallocation and (iii) the conditions set forth in Section 5.2 4.02 are satisfied at such time; (bii) if the reallocation described in clause (ai) above cannot, or can only partially, be effected, the Borrower shall (i1) first, within one Business Day following notice by the Administrative Agent, prepay any outstanding Swingline Loans to the extent the Swingline Commitments Exposure related thereto have has not been reallocated pursuant to clause (ai) above and (ii2) second, within five Business Days following notice by the Administrative Agent, cash collateralize such Defaulting Revolving Lender’s Revolving Percentage of the L/C Commitment LC Exposure (after giving effect to any partial reallocation pursuant to clause (ai) above) for so long as such L/C Commitment LC Exposure is outstanding; and (ciii) if the L/C Commitment LC Exposure of a Defaulting Revolving Lender is reallocated among the non-Defaulting Revolving Lenders is reallocated pursuant to clause (ai) above, then the fees payable to the Revolving Lenders pursuant to Section 2.9 and Section 3.3 2.11 shall be adjusted in accordance with such non-Defaulting Revolving Lenders’ Percentagespro rata percentages of such LC Exposure.

Appears in 1 contract

Samples: Credit Agreement (Hillman Companies Inc)

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