Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a); (b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof; (c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then: (i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and (d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein). (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 3 contracts
Samples: Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (Madison Square Garden Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Loan Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.5(a);
(b) the Revolving Loan Commitment and Outstanding Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Revolving Lenders or any other requisite the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.028.2); , provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all each affected Lender which affects such Defaulting Lender differently than other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any Swing Line Loans shall be outstanding or any LC Exposure exists Obligations shall exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Line Loans and (y) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) 8.1 for so long as such LC Exposure is outstanding;
(iiiii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (iii) above, the Borrower Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.19.4 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(viii) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor not cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the LC Issuer or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) 2.19.4 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank LC Issuer until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and;
(d) so long as a Revolving any Lender is a Defaulting Lender, no the Issuing Bank shall not be required to issue, amend issue or increase Modify any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.21(c), and LC Exposure related ; and
(e) any amount payable to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 11.2 but excluding Section 2.20) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the LC Issuer or Swing Line Lender hereunder, (iii) third, to the funding of any Revolving Loan or the funding or cash collateralization of any participating interest in any Swing Line Loan or Facility LC in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent, (iv) fourth, if so determined by the Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Company or the Lenders as a Bankruptcy Event result of any judgment of a court of competent jurisdiction obtained by the Company or any Lender against such Defaulting Lender as a Bail-In Action result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of draws under Facility LCs with respect to which the LC Issuer has funded its participation obligations and (y) made at a Revolving Lender shall occur following time when the date hereof and for so long as conditions set forth in Section 4.02 are satisfied, such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank payment shall be required applied solely to issueprepay the Loans of, amend and Reimbursement Obligations owed to, all Revolving Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or increase Reimbursement Obligations owed to, any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 3 contracts
Samples: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) so long as no Default shall be continuing, all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s LC Exposure does not, as not exceed the total of all non-Defaulting Lenders’ Commitments and to any the extent the sum of each non-Defaulting Lender, cause ’s Revolving Credit Exposure and LC Exposure does not exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks applicable LC Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in the last paragraph of Section 2.19(j) 8.01 for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) or the applicable LC Bank pursuant to Section 2.12(b)(x) (solely with respect to any fronting fee), in each case with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and;
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing LC Bank or any other Lender hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing applicable LC Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(dvi) so long as a Revolving such Lender is a Defaulting Lender, no Issuing LC Bank shall be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that (i) the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to (ii) participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing LC Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing LC Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank the applicable LC Bank, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing the applicable LC Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the XX Xxxxx each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Columbia Pipeline Group, Inc.), Revolving Credit Agreement (Columbia Pipeline Group, Inc.), Revolving Credit Agreement (Columbia Pipeline Partners LP)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a such Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages (with the term “Applicable Percentage” meaning, with respect to any Lender for purposes of reallocations to be made pursuant to this paragraph (c), the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at the time of such reallocation calculated disregarding the Revolving Commitments of the Defaulting Lenders at such time) but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Lenders’ Revolving Exposures plus such non-Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the sum of all Non-Defaulting Lenders’ Revolving Exposure to exceed its Revolving CommitmentCommitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.05(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.12(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% fully covered by the Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, reviewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (iiy) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, Lender satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender (a “Restored Lender”), then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment reallocated in accordance with their Applicable Percentages and on such date such Restored Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Restored Lender to hold such Loans in accordance with its Applicable Percentage (with the term “Applicable Percentage” meaning, with respect to any Lender for purposes of reallocations to be made pursuant to this paragraph, the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at the time of such reallocation calculated including the Revolving Commitment of such Restored Lender but disregarding the Revolving Commitments of the Defaulting Lenders at such time).
Appears in 3 contracts
Samples: Credit Agreement (NCR Corp), Credit Agreement (NCR Corp), Credit Agreement (NCR Corp)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement any Loan Document to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees facility fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.04(a);
(bii) the Commitment and LC Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.01); provided that any the provisions of this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided described in Section 9.02, require the consent of 11.01 for which such Defaulting Lender in accordance with the terms hereofLender’s consent is expressly required;
(ciii) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(iA) all or any part of the LC Exposure of such Defaulting Lender shall be automatically reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Percentages, but only to the extent that (x) each non-Defaulting Lender’s LC Exposure does not exceed the Commitment of such reallocation does not, as to any non-Defaulting Lender, cause such (y) the sum of all non-Defaulting Lender’s Revolving Lenders’ LC Exposure to does not exceed its Revolving Commitmentthe total of all non-Defaulting Lenders’ Commitments and (z) no Event of Default has occurred and is continuing;
(iiB) if the reallocation described in clause (iA) above cannot, or can only partially, be effected, the Borrower shall Borrowers shall, within one three Business Day Days following the Borrowers’ receipt of written notice by from the Administrative Agent Agent, cash collateralize collateralize, for the benefit of the applicable Issuing Banks only Banks, the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.19(j3.01(k)(i) (and the cash so deposited shall be held, invested and applied by such Issuing Bank in a manner consistent with the investment and other procedures described in Section 3.01(k)) for so long as such LC Exposure is outstanding;
(iiiC) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (iiB) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.04(b)(i) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(ivD) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (iA) above, then the Letter of Credit participation fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.04(b)(i) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPercentages after giving effect to such reallocation; and
(vE) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (iA) or (iiB) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit facility fees that otherwise would have been payable to such Defaulting Lender under Section 2.09(c2.04(a) (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and all Letter of Credit participation fees that otherwise would have been payable to such Defaulting Lender under Section 2.04(b)(i) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks, ratably based on the portion of such LC Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such LC Exposure is reallocated and/or cash collateralizedcollateralized pursuant to clause (A) or (B) above; and
(div) so long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c2.10(a)(iii)(B), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(a)(iii)(A) (and such Defaulting Lender shall not participate therein);
(b) The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.10 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, Issuing Bank, Borrower or any other Obligor may at any time have against, or with respect to, such Defaulting Lender.
(ic) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrowers, and each the Issuing Bank agrees Banks agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageCommitment.
Appears in 3 contracts
Samples: Lc Credit Agreement (Weatherford International PLC), Lc Credit Agreement and u.s. Security Agreement (Weatherford International PLC), Lc Credit Agreement (Weatherford International PLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders' Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s 's obligations corresponding to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations pursuant to clause (iib) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are cash collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages' Ratable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no PNC shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it the Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s 's then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.10(iii), and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no PNC shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such PNC or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, PNC and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment 's Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 3 contracts
Samples: Credit Agreement (K12 Inc), Credit Agreement (New Jersey Resources Corp), Revolving Credit Facility (New Jersey Resources Corp)
Defaulting Lenders. Notwithstanding At any provision of this Agreement to the contrary, if any Lender becomes time that there shall exist a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit written request of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) aboveAgent, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender’s LC Exposure during the period Lender (determined after giving effect to Section 2.15(c) and any Cash Collateral provided by such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if in an amount not less than 105% of the LC Fronting Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to Letters of Credit issued and outstanding at such Defaulting Lender’s LC Exposure shall be payable to time (the Issuing Bank until “Minimum Collateral Amount”). The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Agent, for the benefit of itself, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of LC Disbursements, to be applied as provided below. If at any time the Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Agent, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.4(k)(ii) or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Exposure is reallocated and/or cash collateralized; and
Disbursements (d) so long including, as a Revolving Lender is to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no Issuing Bank shall longer be required to issuebe held as Cash Collateral pursuant to this Section 2.4(k)(ii) following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), amend or increase any Letter of Credit(B) the determination by the Agent that there exists excess Cash Collateral; provided that, unless it is satisfied that subject to Section 2.15 the related exposure Person providing Cash Collateral and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit Agent may agree that Cash Collateral shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein)held to support future anticipated Fronting Exposure or other obligations.
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 3 contracts
Samples: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.10(a);
(b) the Commitment Loans, Letter of Credit Exposures and Exposure unused Commitments of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Letter of Credit Exposure exists at the time a Revolving Letter of Credit Lender becomes a Defaulting Lender thenLender:
(i) all or any part no Issuing Lender with respect to each Class of the LC Exposure of Commitment held by such Defaulting Lender shall be reallocated among required to issue, amend or increase any Letter of Credit of such Class, unless any Letter of Credit Exposure that would result therefrom is fully covered or eliminated by any combination of the non-following (A) such Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does notLender’s Letter of Credit Exposure shall be reallocated, as to any nonoutstanding and future Letters of Credit, as applicable, to the Non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
Lenders as provided in Section 2.18(d)(i) and (iiB) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one five Business Day Days following notice by the Administrative Agent cash collateralize for only to the benefit of extent the Defaulting Lender is not the Issuing Banks only the Borrower’s obligations corresponding to Lender for such Letter of Credit, such Defaulting Lender’s LC Letter of Credit Exposure in accordance with the procedures set forth in Section 2.19(j2.03(j) for so long as such LC Exposure is outstanding;
in an amount at least equal to the aggregate amount of the Unreallocated Portion of the obligations (iiicontingent or otherwise) if the Borrower cash collateralizes any portion of such Defaulting Lender in respect of such Letter of Credit, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit will, subject to subclause (A) below, be on a pro rata basis in accordance with the Letter of Credit Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.16 shall be deemed adjusted to reflect this provision; provided, that (A) the sum of each Non-Defaulting Lender’s LC total Letter of Credit Exposure may not in any event exceed the Letter of Credit Commitments of such Non-Defaulting Lender, and (B) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such cash collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lender, or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to clause be a Non-Defaulting Lender; and
(ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.10(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure during the period such Defaulting Lender’s LC Letter of Credit Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) above; and
(iii) if any Defaulting Lender’s Letter of Credit Exposure is not cash collateralized or reallocated pursuant to clause (iii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender Lenders hereunder, all letter of credit participation fees payable under pursuant to Section 2.09(c2.10(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure shall be payable to the relevant Issuing Bank Lender until and to the extent that such LC Letter of Credit Exposure is reallocated and/or cash collateralized; andcollateralized or reallocated.
(d) so long as if a Revolving Letter of Credit Lender is becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank the following provisions shall be required apply with respect to issue, amend or increase the reallocation of any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Exposure of such Defaulting Lenders in a manner consistent with Lender pursuant to Section 2.17(c)(i2.18(c)(i):
(i) (and the Letter of Credit Exposure of each such Defaulting Lender shall not participate therein).
be reallocated (ieffective on the day such Lender becomes a Defaulting Lender) a Bankruptcy Event or a Bailamong the Non-In Action Defaulting Lenders pro rata in accordance with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any their respective Letter of CreditCredit Commitments; provided, unless that (A) the sum of each Non-Defaulting Lender’s total Letter of Credit Exposure may not in any event exceed the Letter of Credit Commitments of such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Non-Defaulting Lender, satisfactory to and (B) neither any such Issuing Bank to defease reallocation nor any risk to it in respect payment by a Non-Defaulting Lender pursuant thereto nor any such cash collateralization or reduction will constitute a waiver or release of such Lender hereunder. In any claim the event that each of Borrower, the Administrative Agent, the Borrower and each Issuing Bank agrees that a Lender, or any other Lender may have against such Defaulting Lender has adequately remedied all matters that caused Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender, then ; and
(ii) to the LC Exposure extent that any portion (the “Unreallocated Portion”) of the Revolving Lenders shall be readjusted to reflect the inclusion of such Defaulting Lender’s Commitment and on such date such Lender shall purchase at par such Letter of Credit Exposure cannot be so reallocated, the Loans of the other Lenders as Borrower will, not later than five Business Days after notice by the Administrative Agent shall determine may be necessary in order Agent, cash collateralize only to the extent the Defaulting Lender is not the Issuing Lender for such Lender to hold Letter of Credit such Loans Defaulting Lender’s Letter of Credit Exposure in accordance with its Applicable Percentagethe procedures set forth in Section 2.03(j), in an amount at least equal to the aggregate amount of the Unreallocated Portion of such Letter of Credit Exposure.
Appears in 2 contracts
Samples: Credit Agreement (NRG Yield, Inc.), Credit Agreement (GenOn Energy, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0212.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders’ Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower Borrowers cash collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Obligations pursuant to clause (iib) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.8.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are cash collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.8.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesRatable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.8.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no PNC shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it (a) with respect to Letters of Credit, such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c2.10(iii), and LC Exposure related (b) with respect to Swing Loans, the amount of requested Swing Loans when allocated to non-Defaulting Lenders plus outstanding Swing Loans will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders. Participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no PNC shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower Borrowers or such Revolving Lender, satisfactory to such PNC or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrowers, PNC and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount portion of the Revolving Commitment Commitments of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.02); provided that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any US Tranche LC Exposure exists at the time a Revolving US Tranche Lender becomes a Defaulting Lender then:
(i) all or any part of the US Tranche LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders constituting US Tranche Lenders in accordance with their respective Applicable Percentages US Tranche Revolving Percentages, but only to the extent that (A) the sum of all non-Defaulting Lenders’ US Tranche Revolving Exposures plus such reallocation Defaulting Lender’s US Tranche LC Exposure does not, as to any not exceed the total of all non-Defaulting Lenders’ US Tranche Revolving Commitments and (B) each non-Defaulting Lender, cause ’s US Tranche Revolving Exposure does not exceed such non-Defaulting Lender’s Revolving Exposure to exceed its US Tranche Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent Agent, the Company shall cash collateralize for the benefit of the Issuing Banks Bank only the BorrowerCompany’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.12(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable US Tranche Revolving Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized;
(d) [reserved]; and
(de) in the case of a US Tranche Lender, so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the US Tranche Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.23(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.23(c)(i) (and such Defaulting Lender shall not participate therein). No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower Borrowers or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s LC Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.23 following (i) the elimination of the applicable LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Bank that there exists excess cash collateral. In the event that each of the Administrative Agent, the Borrower Company and each the Issuing Bank agrees agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitments and on the date of such date readjustment such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable related Tranche Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release or any claim or any party hereunder arising from such Lender’s having been a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees facility fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all so long as no Default or any part Event of Default has occurred and is continuing, the LC Exposure of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Lenders’ Revolving Exposures plus such non-Defaulting Lender’s Revolving LC Exposure to does not exceed its Revolving Commitmentthe sum of all Non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of credit such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.22(c), and LC Exposure related to participating interests in any newly issued such issued, amended, reviewed or increased extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.22(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (iiy) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees each agree (provided that the Borrower’s agreement shall not be required if an Event of Default has occurred and is continuing) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Macy's, Inc.), Credit Agreement (Macy's, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) the Revolving Commitment Fees and the Delayed Draw Term Ticking Fees shall cease to accrue on the unused amount of the Revolving Commitment or on the Delayed Draw Term Commitment, as the case may be, of such Defaulting Lender as provided in Section 2.09(a)Lender;
(b) the Revolving Commitment, the Revolving Exposure, the Term Commitment and Exposure the Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0210.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a any Revolving Lender becomes a Defaulting Lender Lender, then:
(i) all or the Swingline Exposure (other than any part of the portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.21(c)) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.20(d) and 2.20(f)) shall be reallocated among the nonNon-Defaulting Revolving Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Revolving Lenders’ Revolving Exposures plus such non-Defaulting Lender’s Swingline Exposure (excluding the portion thereof referred to above) and LC Exposure (excluding the portion thereof referred to above) does not exceed the sum of all Non-Defaulting Revolving Exposure to exceed its Lenders’ Revolving CommitmentCommitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the each Borrower shall within one Business Day following written notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure attributable to Swingline Loans made to such Borrower (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued for the account of such Borrower (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated as set forth in such clause in accordance with the procedures set forth in Section 2.19(j2.20(n) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section Sections 2.09(a) and Section 2.09(c) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c) with respect to such Defaulting Lender’s portion of its LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such portion of the LC Exposure of such Defaulting Lender attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, it is satisfied that the related exposure and the such Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure will be 100% fully covered by the Revolving Commitments of the nonNon-Defaulting Revolving Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c)clause (c) above, and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, renewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Revolving Lenders in a manner consistent with Section 2.17(c)(iclause (c)(i) above (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent of a Revolving Lender shall occur have occurred following the date hereof Effective Date and for so long as such event Bankruptcy Event shall continue or (iiy) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, the Swingline Lender or such Issuing Bank shall have entered into arrangements with the Company and any other applicable Borrower or such Revolving Lender, Lender satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Revolving Lender hereunder. In the event that each of the Administrative Agent, the Borrower Company, the Swingline Lender and each Issuing Bank agrees each agree that a Defaulting Lender that is a Revolving Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may to be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Applicable Percentage, and such Revolving Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any Revolving Commitment Fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 10.02 and this Section during such period shall be binding on it). In the event that the Administrative Agent and the Company each agree that a Defaulting Lender that is a Term Lender has adequately remedied all matters that caused such Term Lender to be a Defaulting Lender, then on such date such Term Lender shall take such actions as the Administrative Agent may determine to be appropriate in connection with such Term Lender ceasing to be a Defaulting Lender, and such Term Lender shall thereupon cease to be a Defaulting Lender (but (x) in the case of a Delayed Draw Term Lender, shall not be entitled to receive any Delayed Draw Term Ticking Fees accrued during the period when it was a Defaulting Lender, and (y) all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 10.02 and this Section during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Issuing Bank, the Swingline Lender, any other Lender or any Loan Party may at any time have against, or with respect to, such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp), Credit Agreement (Westinghouse Air Brake Technologies Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.10;
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s LC Exposure does not exceed the total of all non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Revolving CommitmentCommitments and (y) the conditions set forth in Section 4.02 are satisfied at such time;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.04(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.04(j) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.10 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c) 2.10 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Issuing Bank Bank, to defease any risk to it in respect of such Lender hereunder. .
(e) In the event that each of the Administrative Agent, the Borrower Borrower, and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Fisher Communications Inc), Credit Agreement (Fisher Communications Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0212.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with pursuant to the terms hereofof this Agreement;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(iA) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders’ Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iiB) if the reallocation described in clause (iA) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiiC) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure Letter of Credit Obligations pursuant to clause (iiB) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.7.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are cash collateralized;
(ivD) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (iA) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.7.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesRatable Share; and
(vE) if all or any portion of such Defaulting LenderXxxxxx’s LC Exposure is Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (iA) or (iiB) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.7.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no PNC shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it the Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Letter of Credit Obligations will be one hundred percent (100% %) covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c6.13(iii), and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i6.13(iii)(A) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no PNC shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower Borrowers or such Revolving Lender, satisfactory to such PNC or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrowing Agent, PNC and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Mastech Digital, Inc.), Credit Agreement (Mastech Digital, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders' Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s 's obligations corresponding to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations pursuant to clause (iib) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are cash collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages' Ratable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no Issuing PNC Bank shall not be required to fund any Swing Loans and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it the Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s 's then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.10(iii), and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC Bank or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing PNC Bank shall not be required to fund any Swing Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC Bank or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such PNC Bank or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, PNC Bank and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment 's Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co)
Defaulting Lenders. Notwithstanding any provision of this Credit Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Facility Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a3.4(a);
(b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Credit Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.6); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0211.6, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Swing Line Exposure or LOC Obligation exists at the time a such Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Swing Line Exposure and LOC Obligations of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Revolving Loan Commitment Percentages but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Lenders’ Revolving Exposures plus such non-Defaulting Lender’s Swing Line Exposure and LOC Obligations does not exceed the sum of all Non-Defaulting Lenders’ Revolving Exposure to exceed its Revolving CommitmentCommitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swing Line Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only Lenders the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) LOC Obligations that has not been reallocated for so long as such LC Exposure is outstandingLOC Obligations are outstanding by depositing cash in such amount in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure LOC Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees Letter of Credit Fees to such Defaulting Lender pursuant to Section 2.09(c3.4(b) with respect to such Defaulting Lender’s LC Exposure during the period portion of such Defaulting Lender’s LC Exposure is LOC Obligations for so long as such Defaulting Lender’s LOC Obligations are cash collateralized;
(iv) if the LC Exposure any portion of the non-LOC Obligations of such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 3.4(a) and Section 2.09(c3.4(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC LOC Obligations or Swing Line Exposure is neither or any portion thereof are not repaid or reallocated nor or cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank Lender or any other Lender hereunder, all letter Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of credit fees such Defaulting Lender’s Commitment utilized by such LOC Obligations and Swing Line Exposure) and Letter of Credit Fees payable under Section 2.09(c3.4(b) with respect to such Defaulting Lender’s LC Exposure LOC Obligations shall be payable to the relevant Issuing Bank Lender and the Swing Line Lender, as its interests may appear, until and to the extent that such LC LOC Obligation and Swing Line Exposure is reallocated and/or cash collateralized; and
collateralized or repaid. In the event that (dx) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower event described in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i9.1(f) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof Restatement Effective Date and for so long as such event Event of Default under Section 9.1(f) shall continue or (iiy) any Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank Lender shall be required to issue, amend amend, renew or increase extend any Letter of Credit, Credit unless such Issuing Bank Lender shall have entered into arrangements with the Borrower or such Revolving Lender, Lender satisfactory to such Issuing Bank Lender to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swing Line Lender and each the Issuing Bank agrees Lenders agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (i) the LC Swing Line Exposure and LOC Obligation of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and Revolving Commitment, (ii) on such date such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Loans in accordance with its Applicable PercentageRevolving Loan Commitment Percentage and (iii) any and all cash collateral provided by the Borrower in respect of such Defaulting Lender’s Swing Line Exposure or LOC Obligations in accordance with Section 2.6(c)(ii) above shall be immediately released to the Borrower and the Administrative Agent and the Lenders shall promptly execute such documents as may be necessary to give effect to such release.
Appears in 2 contracts
Samples: Credit Agreement (Quest Diagnostics Inc), Credit Agreement (Quest Diagnostics Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to (a) If a Lender becomes, and during the contraryperiod it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit is at the time outstanding, each Issuing Bank may (except, in the case of a Defaulting Lender, to the extent the Commitments have been fully reallocated pursuant to Section 2.18(b)), by notice to the Borrower and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Issuing Bank in respect of such Letter of Credit in amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender to be applied pro rata in respect thereof, or to make other arrangements satisfactory to the Administrative Agent, and to such Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender.
(b) If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit Exposure of such Defaulting Lender:
(i) the Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders pro rata in accordance with their respective Applicable Percentages but only to Commitments, provided that (A) the extent that such reallocation does not, as to any non-Defaulting Lender, cause such nonsum of each Non-Defaulting Lender’s total Revolving Credit Exposure to and total Letter of Credit Exposure may not in any event exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion Commitment of such Non-Defaulting Lender’s LC Exposure pursuant to clause Lender as in effect at the time of such reallocation and (iiB) above, the Borrower shall not be required to pay neither such reallocation nor any fees to such payment by a Non-Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during thereto will constitute a waiver or release of any claim the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if Borrower, the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) aboveAdministrative Agent, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereundermay have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;
(ii) to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s Letter of Credit Exposure cannot be so reallocated, all letter whether by reason of credit fees payable the first proviso in clause (i) above or otherwise, the Borrower will, not later than three Business Days after demand by the Administrative Agent (at the direction of any Issuing Bank), (A) Cash Collateralize the obligations of the Borrower to such Issuing Bank in respect of such Letter of Credit Exposure in an amount at least equal to the aggregate amount of the unreallocated portion of such Letter of Credit Exposure, or (B) make other arrangements satisfactory to the Administrative Agent, and to such Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and
(iii) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under Section 2.09(cthis Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) with respect will not be paid or distributed to such Defaulting Lender’s LC Exposure shall , but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until (subject to Section 2.18(f)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed Letter of Credit Advances then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.
(c) In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, each Issuing Bank until is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing pursuant to Section 2.02 in such amounts and in such times as may be required to (i) reimburse an outstanding Letter of Credit Disbursement, and/or (ii) Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the extent that aggregate amount of the obligations (contingent or otherwise) of such LC Exposure is reallocated and/or cash collateralized; andDefaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit.
(d) so long Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as a Revolving Lender the Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting LenderLender pursuant to clause (iv) of the definition thereof, the Required Lenders (determined after giving effect to Section 9.01) may by notice to the Borrower and such Person remove such Person as the Administrative Agent and appoint a replacement Administrative Agent hereunder, which appointment shall, provided that no Issuing Bank Default or Event of Default shall have occurred and be required continuing, be subject to issuethe consent of the Borrower, amend such consent not to be unreasonably withheld, conditioned or increase any Letter delayed. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of Credit, unless it (i) the date a replacement Agent is satisfied that appointed and (ii) the related exposure and date 30 days after the Defaulting Lender’s then outstanding LC Exposure will be 100% covered giving of such notice by the Commitments Required Lenders (regardless of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in whether a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate thereinreplacement Agent has been appointed).
(ie) The Borrower may terminate the unused amount of the Commitment of a Bankruptcy Event or a Bail-In Action with respect Defaulting Lender upon not less than 30 days’ prior notice to a Revolving Lender shall occur following the date hereof Administrative Agent (which will promptly notify the Lenders thereof), and for so long as in such event shall continue or (iithe provisions of Section 2.18(b)(iii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits will apply to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with all amounts thereafter paid by the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect for the account of such Defaulting Lender hereunder. In under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the event that each of Borrower, the Administrative Agent, the Borrower and each any Issuing Bank agrees or any Lender may have against such Defaulting Lender.
(f) If the Borrower, the Administrative Agent and the Issuing Banks agree in writing, in their discretion, that a Lender is no longer a Defaulting Lender has adequately remedied all matters that caused or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.18(b)), such Lender will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure and Letter of Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender, then the LC Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure and/or Letter of Credit Exposure of the Revolving Lenders shall each Lender will automatically be readjusted adjusted on a prospective basis to reflect the inclusion foregoing); provided, however, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Commitment and on such date such having been a Defaulting Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentageor Potential Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.09;
(bii) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofhereunder;
(ciii) if any LC Exposure exists Swing Line Loans shall be outstanding at the time a Revolving Lender becomes a Defaulting Lender then:
(iA) all or any part of the LC Exposure of unfunded participations in and commitments with respect to such Defaulting Lender Swing Line Loans shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages pro rata Credit Exposures but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lender, cause Lenders’ Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans does not exceed the total of all non-Defaulting Lender’s Revolving Commitments and no individual Lender’s Credit Exposure to exceed exceeds its Revolving Commitment;Commitment and (y) the conditions set forth in Article IV are satisfied at such time.
(iiB) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for Agent, prepay the benefit of the Issuing Banks only the Borrower’s obligations corresponding outstanding Swing Line Loans that were not reallocated;
(iv) any amount payable to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
Lender hereunder (iii) if the Borrower cash collateralizes whether on account of principal, interest, fees or otherwise and including any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not amount that would otherwise be required to pay any fees payable to such Defaulting Lender pursuant to Section 2.09(c2.15 but excluding Section 2.16) with respect shall, in lieu of being distributed to such Defaulting Lender’s LC Exposure during , be retained by the period Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender’s LC Exposure is cash collateralized;
Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder, (iii) third, to the funding of any Loan or the funding of any participating interest in any Swing Line Loan or in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the LC Exposure Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the non-Defaulting Lenders is reallocated pursuant to clause (i) aboveLender under this Agreement, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all fifth, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any portion Lender against such Defaulting Lender as a result of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause breach of its obligations under this Agreement, and (ivi) or (ii) abovesixth, thenif so determined by the Administrative Agent, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable distributed to the Issuing Bank Lenders other than the Defaulting Lender until and the ratio of the Credit Exposure of such Lenders to the extent that aggregate outstanding Credit Exposure equals such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required ratio immediately prior to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments failure to fund any portion of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower any Loans or participations in accordance with Section 2.17(c)Swing Line Loans and (vii) seventh, and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) or as otherwise directed by a Bankruptcy Event or court of competent jurisdiction; provided, that if such payment is a Bail-In Action with respect to a Revolving Lender shall occur following prepayment of the date hereof and for so long as principal amount of any Loans, such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank payment shall be required applied solely to issueprepay the Loans of, amend all Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or increase owed to, any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Defaulting Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the Swing Line Lender each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Swing Line Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such the Loans in accordance with its Applicable Percentagepro rata share. For purposes of this Section 2.18, “Swing Line Exposure” shall mean, with respect to any Defaulting Lender at any time, such Defaulting Lender’s pro rata share of the aggregate principal amount of all Swing Line Loans outstanding at such time. Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or at law) against any Lender which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.5(a);
(b) the Commitment and Exposure Extensions of Credit of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.1); provided that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any LC Swingline Exposure or L/C Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Swingline Exposure and L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Extensions of Credit plus such Defaulting Lender, cause such ’s Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one two Business Day Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s LC L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) 8 for so long as such LC L/C Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c3.3(a) with respect to such Defaulting Lender’s LC L/C Exposure during the period such Defaulting Lender’s LC L/C Exposure is cash collateralized;
(iv) if the LC L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.5(a) and Section 2.09(c3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Revolving Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c3.3(a) with respect to such Defaulting Lender’s LC L/C Exposure shall be payable to the Issuing Bank Lender until and to the extent that such LC L/C Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC L/C Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in the amount of such Defaulting Lender’s L/C Exposure in accordance with Section 2.17(c2.19(c), and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Air Lease Corp), Credit Agreement (Air Lease Corp)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lenderapply:
(ai) Commitment Facility Fees shall cease to accrue on the unused amount of the Revolving Commitment portion of such Defaulting Lender as provided in Section 2.09(a);Lender’s Commitment.
(bii) the The Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.028.2); provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all Lenders each affected thereby shall, except as otherwise provided in Section 9.02, Lender shall require the consent of such Defaulting Lender (in accordance with such case, to the terms hereof;extent such Defaulting Lender is an affected Lender).
(ciii) if any LC Exposure exists at the time Unless a Revolving Lender becomes a Defaulting Lender then:
(i) Default or an Unmatured Default shall have occurred and be continuing, all or any part of the such Defaulting Lender’s LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares of the Aggregate Commitment, but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Outstanding Credit Exposures plus such Defaulting Lender, cause such ’s LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;Lenders’ Commitments.
(iiiv) if If the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (iii) above, then the LC Participation Fees payable to the Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such reallocation.
(v) If (or to the extent that) the reallocation described in clause (iiii) above cannot, or can only partially, be effected, the each Borrower shall shall, within one Business Day following notice by the Administrative Agent (and until and for so long as such condition shall exist), cash collateralize for the benefit of the Issuing Banks only the such Borrower’s obligations corresponding to the portion of such Defaulting Lender’s non-reallocated LC Exposure that is attributable to Letters of Credit issued for the account of such Borrower (in each case, as determined after giving effect to any partial reallocation pursuant to clause (iii) above) in accordance with the procedures set forth in Section 2.19(j2.4(i) for so long as such unreallocated LC Exposure is outstanding;outstanding or as otherwise provided pursuant to Section 2.22(c) below.
(iiivi) if the If a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (iiv) above, the such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.6(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;.
(ivvii) if The Agent shall adjust the allocation of payments hereunder to ensure that a Defaulting Lender does not receive payment in respect of any Loan or LC Exposure Disbursement that it did not fund or to reflect any of the non-Defaulting Lenders is reallocated pursuant actions or adjustments referred to clause (i) above, then the fees payable to the Lenders pursuant to in this Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and2.22.
(vb) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving the parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has shall have a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the applicable Borrower or such Revolving Lender, Lender reasonably satisfactory to such Issuing Bank to defease any mitigate the risk to it in respect of such Lender hereunder. failing to satisfy its participating interest therein.
(c) In the event that each of the Administrative Agent, the each Borrower and each Issuing Bank agrees shall agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans and participations in LC Disbursements of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePro Rata Share, and all cash collateral then being held pursuant to Section 2.22(a)(v) above in connection with the LC Exposure of such Defaulting Lender shall be released and returned to the applicable Borrower.
(d) Except as expressly provided in this Section 2.22 in connection with the obligations of the Issuing Banks, the obligation of each Lender and Issuing Bank to fund the full amount of its Commitment and to make Loans, Advances and other extensions of credit hereunder shall not be released or diminished in any respect by any other Lender becoming a Defaulting Lender.
(e) None of the foregoing provisions of this Section 2.22 shall be deemed to effect, diminish or release any rights, claims or causes of action the Borrowers may have against any Lender that becomes a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Ameren Illinois Co), Credit Agreement (Ameren Illinois Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement any Loan Document to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) all or the Swingline Exposure (other than any part portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c) and, in the case of any Defaulting Lender that is the Swingline Lender, with its Swingline Exposure being determined as if it were not the Swingline Lender) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(d) and Section 2.05(e)) shall be reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages (for the purposes of such reallocation, such Defaulting Lender’s Commitment shall be disregarded in determining the Non-Defaulting Lenders’ respective Applicable Percentages), but only to the extent that (A) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical clause above) and LC Exposure (other than any portion thereof referred to in the parenthetical clause above) does not, as not exceed the sum of all Non-Defaulting Lenders’ Commitments and (B) after giving effect to any non-Defaulting Lendersuch reallocation, cause such nonno Non-Defaulting Lender’s Revolving Credit Exposure to shall exceed its Revolving such Non-Defaulting Lender’s Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one three Business Day Days following the Borrower’s receipt of written notice by from the Administrative Agent Agent, (A) first, prepay such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize in accordance with the procedures set forth in Section 2.05(k) for the benefit of the applicable Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in accordance with the procedures set forth parenthetical in Section 2.19(jsuch clause (i)) that has not been reallocated for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any letter of credit participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period such portion of such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the any portion of such Defaulting Lender’s LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter Letter of credit Credit participation fees that otherwise would have been payable to such Defaulting Lender under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s unreallocated LC Exposure shall be payable to the Issuing Bank Banks, ratably based on the portion of such LC Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such LC Exposure is reallocated and/or cash collateralizedcollateralized pursuant to clause (i) or (ii) above; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase extend any Letter of Credit, in each case, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to participating interests in any newly issued made Swingline Loan or increased any newly issued, amended or extended Letter of Credit shall be allocated among nonNon-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
(i) . In the event that a Bankruptcy Event or a Bail-In Action with respect to a Revolving any Lender Parent shall occur have occurred following the date hereof Closing Date and for so long as such event Bankruptcy Event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditcontinue, no Issuing Bank shall be required to issue, amend amend, extend or increase any Letter of Credit, and the Swingline Lender shall not be required to fund any Swingline Loan, unless such Issuing Bank or the Swingline Lender shall have entered into arrangements with the Borrower or such Revolving Lender, the applicable Lender reasonably satisfactory to such Issuing Bank or the Swingline Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposures and LC Exposure Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Applicable Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any commitment fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 9.02 and this Section during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.20 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each Issuing Bank, the Swingline Lender, the Borrower or any other Loan Party may at any time have against, or with respect to, such Defaulting Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (MPLX Lp)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if one or more Lenders become Defaulting Lenders, then, upon notice to such effect by the Administrative Agent (which notice shall be given promptly after the Administrative Agent becomes aware that any Lender becomes shall have become a Defaulting Lender, then including as a result of being advised thereof by the Issuing Bank, the Swingline Lender, GrafTech or a Borrower) (such notice being referred to as a “Defaulting Lender Notice”), the following provisions shall apply for so long as any such Lender is a Defaulting Lender:
(ai) Commitment Fees no commitment fee shall cease to accrue on the unused amount of the Revolving any Commitment of such any Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(bii) the Commitment and Revolving Exposure of such each Defaulting Lender shall not be included disregarded in determining whether the Required Lenders or any other requisite Lenders shall have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendmentwaiver, waiver amendment or other modification pursuant to Section 9.02); provided that any any, waiver, amendment, waiver or other modification requiring that, disregarding the effect of this clause (ii), requires the consent of all Lenders or of all Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall continue to require the consent of such each Defaulting Lender in accordance with the terms hereof;
(ciii) if any Swingline Loans are outstanding or any LC Exposure exists at the time a Revolving any Lender becomes a Defaulting Lender (each such Swingline Loan being referred to as a “Reallocated Swingline Loan”, and each Letter of Credit to which such LC Exposure is attributable being referred to as a “Reallocated Letter of Credit”), then:
(iA) subject to clause (C) below, the obligation of each Non-Defaulting Lender to purchase participations in each Reallocated Swingline Loan under Section 2.19(c) shall be adjusted to be determined on the basis of such Lender’s Adjusted Applicable Percentage (and all references in such Section to “Applicable Percentage” shall be deemed to be references to “Adjusted Applicable Percentage”);
(B) subject to clause (C) below, the participation of each Non-Defaulting Lender in each Reallocated Letter of Credit shall be adjusted to be determined under Section 2.05(d) on the basis of such Lender’s Adjusted Applicable Percentage (and all references in such Section to “Applicable Percentage” shall be deemed to be references to “Adjusted Applicable Percentage”);
(C) notwithstanding the foregoing:
(1) if any Lender that becomes a Defaulting Lender shall be the Swingline Lender or an Affiliate thereof, no adjustment shall be made pursuant to clause (A) above on account of such Lender becoming a Defaulting Lender;
(2) if any Lender that becomes a Defaulting Lender shall be the Issuing Bank or an Affiliate thereof, no adjustment shall be made pursuant to clause (B) above with respect to participations in any Letter of Credit issued by the Issuing Bank; and
(3) if the sum of (x) all or any part the Defaulting Lenders’ Applicable Percentages of the aggregate principal amount of the Reallocated Swingline Loans (the “Defaulting Lender Swingline Exposures”) and (y) all the Defaulting Lenders’ Applicable Percentages of the LC Exposure attributable to the Reallocated Letters of Credit (the “Defaulting Lender LC Exposures” and, together with the Defaulting Lender Swingline Exposures, the “Defaulting Lender LC/Swingline Exposures”) exceeds the unused portion of the Aggregate Commitment of the Lenders other than the Defaulting Lenders as of the time the adjustments are to be made pursuant to clauses (A) and (B) above (such unused portion being referred to as the “Maximum Incremental Participations Amount”), then (I) the incremental amount of participations acquired by the Non-Defaulting Lenders under clause (A) above (the “Incremental Swingline Participations”) shall not exceed at any time the Maximum Incremental Participations Amount multiplied by a fraction of which the numerator is the aggregate principal amount of the Reallocated Swingline Loans at such time and the denominator is the Defaulting Lender LC/Swingline Exposure at such time and (II) the incremental amount of participations acquired by the Non-Defaulting Lenders under clause (B) above (the “Incremental LC Participations” and, together with the Incremental Swingline Participations, the “Incremental LC/Swingline Participations”) shall not exceed at any time the Maximum Incremental Participations Amount multiplied by a fraction of which the numerator is the LC Exposure attributable to the Reallocated Letters of Credit and the denominator is the Defaulting Lender LC/Swingline Exposure at such time;
(D) if the Incremental LC/Swingline Participations shall be less than the Defaulting Lender LC/Swingline Exposure as a result of the circumstances described in clause (C)(3) above, then the Borrowers shall, within one Business Day after receipt of written notice to that effect from the Administrative Agent, (1) first, prepay the Reallocated Swingline Loans and (2) second, cash collateralize the Reallocated Letters of Credit (in a manner and under documentation reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to the excess, if any, of the Defaulting Lender LC/Swingline Exposure over the Incremental LC/Swingline Participations;
(E) if any Reallocated Letter of Credit shall have been cash collateralized by the Borrowers pursuant to clause (D) above, then the Borrowers shall not be required to pay any letter of credit participation fees to the Lenders that are Defaulting Lenders pursuant to Section 2.11(b) with respect to the portion of such Reallocated Letter of Credit that is so cash collateralized;
(F) if an adjustment shall have been made pursuant to clause (B) above to the participations of the Non-Defaulting Lender Lenders in Reallocated Letters of Credit, then the letter of credit participation fees that would otherwise have been payable to the Lenders that are Defaulting Lenders pursuant to Section 2.11(b) with respect to the portion of such Reallocated Letters of Credit equal to the Incremental LC Participations therein shall instead accrue for the accounts of, and be reallocated among payable to, the nonLenders that are Non-Defaulting Lenders in accordance with their respective Adjusted Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentPercentages;
(iiG) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Defaulting Lender LC Exposure at any time shall exceed the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit sum of the Issuing Banks only Incremental LC Participations at such time and the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of the Reallocated Letters of Credit cash collateralized at such Defaulting Lender’s LC Exposure time pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (iiD) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Non-Defaulting Lender hereunder, all letter of credit participation fees payable to the Lenders that are Defaulting Lenders under Section 2.09(c2.11(b) with respect to such the portion of the Defaulting Lender’s Lender LC Exposure equal to such excess shall instead ratably accrue for the accounts of, and be payable to to, the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralizedBank; and
(dH) so long the Revolving Exposure of each Non-Defaulting Lender shall be determined after giving effect to the Incremental LC/Swingline Participations acquired by such Lender under the foregoing clauses of this clause (iii);
(iv) in the event any Swingline Loan shall be made, or any Letter of Credit shall be issued or amended to increase the amount thereof, (A) the participations of the Non-Defaulting Lenders therein shall be determined in the manner set forth in clause (iii)(A) or (iii)(B) above, as applicable, as if such Swingline Loan or Letter of Credit shall have been a Revolving Reallocated Swingline Loan or a Reallocated Letter of Credit, as the case may be, and (B) letter of credit participation fees that would otherwise have been payable to the Lenders that are Defaulting Lenders pursuant to Section 2.12(b) in respect of any such Letter of Credit shall be subject to clause (iii)(F) above; provided, however, that, notwithstanding anything to the contrary set forth herein, the Swingline Lender is a Defaulting Lendershall not be required to make any Swingline Loan, no and the Issuing Bank shall not be required to issue, amend extend, renew or increase the amount of any Letter of Credit, in each case unless it is satisfied that the related exposure Defaulting Lenders’ Applicable Percentage of such Swingline Loan or of the LC Exposure attributable to such Letter of Credit will be entirely covered by participations therein of the Non-Defaulting Lenders and/or, in the case of the LC Exposure, cash collateral provided by the Borrowers (in a manner and under documentation satisfactory to the Issuing Bank); and
(v) any amount payable to or for the account of any Defaulting Lender in its capacity as a Lender hereunder (whether on account of principal, interest, fees or otherwise, and including any amounts payable to such Defaulting Lender pursuant to Section 2.11, but excluding any amounts payable to such Defaulting Lender pursuant to Sections 2.13, 2.14, 2.15, 2.17(b) and 9.04) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, (A) be applied, at such time or times as may be determined by the Administrative Agent, (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (2) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Swingline Lender and the Issuing Bank in respect of such Defaulting Lender’s then outstanding LC Exposure will be 100% covered participations in Swingline Loans and Letters of Credit (and to the extent any such amounts shall have been paid by the Commitments of the nonNon-Defaulting Lenders and/or as a result of adjustments pursuant to clause (iii) above, to reimburse such Non-Defaulting Lenders for such amounts), (3) third, to cash collateralize participation obligations of such Defaulting Lender in respect of outstanding Swingline Loans and Letters of Credit and (4) fourth, to the funding of such Defaulting Lender’s Applicable Percentage of any Borrowing in respect of which such Defaulting Lender shall have failed to fund such share as required hereunder, (B) to the extent not applied as aforesaid, be held, if so determined by the Administrative Agent, as cash collateral will for funding obligations of such Defaulting Lender in respect of future Revolving Loans hereunder, (C) to the extent not applied or held as aforesaid, be applied, pro rata, to the payment of any amounts owing to the Borrowers or the Non- Defaulting Lenders as a result of any final and nonappealable judgment of a court of competent jurisdiction obtained by a Borrower or any Non-Defaulting Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations hereunder, (D) to the extent not applied or held as aforesaid, be applied, pro rata, to the reimbursement to each Borrower of its costs of maintaining any cash collateral provided by the such Borrower in accordance with this Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit 2.20 (which cost shall be allocated among non-Defaulting Lenders presumed to be equal to the average rate of interest expense paid by such Borrower hereunder during the applicable period in a manner consistent with Section 2.17(c)(irespect of Loans denominated in the applicable currency, or if and to the extent such Loans are not outstanding during the applicable period, the average rate of one month LIBOR during such period for the applicable currency plus the Applicable Rate) and (and E) to the extent not applied or held as aforesaid, be distributed to such Defaulting Lender shall not participate therein)or as otherwise directed by a court of competent jurisdiction.
(ib) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Swingline Lender, the Issuing Bank, GrafTech and each Issuing Bank agrees the Borrowers shall have agreed that a Lender that is a Defaulting Lender has adequately remedied all matters that caused such Lender to be become a Defaulting Lender, then (i) such Lender shall cease to be a Defaulting Lender for all purposes hereof, (ii) the LC Exposure obligations of the Revolving Lenders to purchase participations in Swingline Loans under Section 2.19(c) and the participations of the Lenders in Letters of Credit under Section 2.05(d) shall be readjusted to reflect be determined on the inclusion basis of such Lender’s Commitment Lenders’ Applicable Percentages and on such date (iii) such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may to be necessary in order for such Lender the Revolving Loans to hold such Loans be held by the Lenders in accordance with its their Applicable PercentagePercentages.
(c) No Commitment of any Lender shall be increased or otherwise affected and, except as otherwise expressly provided in this Section, performance by the Borrowers of their obligations hereunder and under the other Loan Documents shall not be excused or otherwise modified, as a result of the operation of this Section. The rights and remedies against a Defaulting Lender under this Section are in addition to other rights and remedies that the Borrowers, the Administrative Agent, the Swingline Lender, the Issuing Bank or any Non-Defaulting Lender may have against such Defaulting Lender (and, for the avoidance of doubt, each Non-Defaulting Lender shall have a claim against any Defaulting Lender for any losses it may suffer as a result of the operation of this Section).
Appears in 2 contracts
Samples: Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lenderapply:
(ai) Commitment Facility Fees shall cease to accrue on the unused amount of the Revolving Commitment portion of such Defaulting Lender as provided in Section 2.09(a);Lender’s Commitment.
(bii) the The Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.028.2); provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all Lenders each affected thereby shall, except as otherwise provided in Section 9.02, Lender shall require the consent of such Defaulting Lender (in accordance with such case, to the terms hereof;extent such Defaulting Lender is an affected Lender).
(ciii) if any LC Exposure exists at the time Unless a Revolving Lender becomes a Defaulting Lender then:
(i) Default or an Unmatured Default shall have occurred and be continuing, all or any part of the such Defaulting Lender’s LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares of the Aggregate Commitment, but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Outstanding Credit Exposures plus such Defaulting Lender, cause such ’s LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;Lenders’ Commitments.
(iiiv) if If the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (iii) above, then the LC Participation Fees payable to the Lenders pursuant to Section 2.6.2 shall be adjusted in accordance with such reallocation.
(v) If (or to the extent that) the reallocation described in clause (iiii) above cannot, or can only partially, be effected, the each Borrower shall shall, within one Business Day following notice by the Administrative Agent (and until and for so long as such condition shall exist), cash collateralize for the benefit of the Issuing Banks only the such Borrower’s obligations corresponding to the portion of such Defaulting Lender’s non-reallocated LC Exposure that is attributable to Letters of Credit issued for the account of such Borrower (in each case, as determined after giving effect to any partial reallocation pursuant to clause (iii) above) in accordance with the procedures set forth in Section 2.19(j2.4(i) for so long as such unreallocated LC Exposure is outstanding;outstanding or as otherwise provided pursuant to Section 2.22(c) below.
(iiivi) if the If a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (iiv) above, the such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.6.2 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;.
(ivvii) if The Agent shall adjust the allocation of payments hereunder to ensure that a Defaulting Lender does not receive payment in respect of any Loan or LC Exposure Disbursement that it did not fund or to reflect any of the non-Defaulting Lenders is reallocated pursuant actions or adjustments referred to clause (i) above, then the fees payable to the Lenders pursuant to in this Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and2.22.
(vb) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving the parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has shall have a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the applicable Borrower or such Revolving Lender, Lender reasonably satisfactory to such Issuing Bank to defease any mitigate the risk to it in respect of such Lender hereunder. failing to satisfy its participating interest therein.
(c) In the event that each of the Administrative Agent, the each Borrower and each Issuing Bank agrees shall agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans and participations in LC Disbursements of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePro Rata Share, and all cash collateral then being held pursuant to Section 2.22(a)(v) above in connection with the LC Exposure of such Defaulting Lender shall be released and returned to the applicable Borrower.
(d) Except as expressly provided in this Section 2.22 in connection with the obligations of the Issuing Banks, the obligation of each Lender and Issuing Bank to fund the full amount of its Commitment and to make Loans, Advances and other extensions of credit hereunder shall not be released or diminished in any respect by any other Lender becoming a Defaulting Lender.
(e) None of the foregoing provisions of this Section 2.22 shall be deemed to effect, diminish or release any rights, claims or causes of action the Borrowers may have against any Lender that becomes a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) the Commitment Fees Fee shall cease to accrue on the unused amount of the Revolving Commitment of such Lender so long as it is a Defaulting Lender as provided in Section 2.09(a(except to the extent it is payable to the LC Issuer pursuant to clause (b)(v) below);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists Obligations are outstanding at the time a Revolving Lender becomes a Defaulting Lender then:
(i) if no Default has occurred and is continuing, all or any part of the such outstanding LC Exposure of such Defaulting Lender Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the Facility Usage (excluding the Defaulting Lender’s Applicable Percentage of the Facility Usage) plus such reallocation Defaulting Lender’s Applicable Percentage of such outstanding LC Obligations does not, as to any not exceed the total of all non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effectedeffected (whether by reason of the occurrence and continuance of a Default or the non-Defaulting Lenders’ Commitments being exceeded by such reallocation), the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for Cash Collateralize the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s Applicable Percentage of the LC Exposure Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) 2.11 for so long as such LC Exposure is Obligations are outstanding;
(iii) if the Borrower cash collateralizes any portion of such the Defaulting Lender’s Applicable Percentage of the LC Exposure Obligations is Cash Collateralized pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) LC Participation Fee with respect to such the Applicable Percentage of the Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure Obligations so long as it is cash collateralizedCash Collateralized;
(iv) if any portion of the Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure of Obligations is reallocated to the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable LC Participation Fee with respect to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) such portion shall be adjusted allocated among the non-Defaulting Lenders in accordance with such non-Defaulting Lenders’ their Applicable Percentages; andor
(v) if all or any portion of such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure Obligations is neither Cash Collateralized nor reallocated nor cash collateralized pursuant to clause (i) or (ii) abovethis Section 2.17(b), then, without prejudice to any rights or remedies of any Issuing Bank the LC Issuer or any other Lender hereunder, all letter of credit fees the LC Participation Fee payable under Section 2.09(c) with respect to such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure Obligations shall be payable to the Issuing Bank LC Issuer until and to such portion of the extent that such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure Obligations is reallocated Cash Collateralized and/or cash collateralized; andreallocated;
(dc) so long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank the LC Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Cash Collateralized in accordance with Section 2.17(c2.17(b), and LC Exposure related to participations in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent accordance with Section 2.17(c)(i) their respective Applicable Percentages (and such Defaulting Lender Lenders shall not participate therein).; and
(d) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15 but excluding Section 10.13(b)) shall, subject to any applicable requirements of Law, be applied (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Administrative Agent hereunder, (ii) second, pro rata, to the payment of any Issuing Bank has a good faith belief that amounts owing by such Defaulting Lender to the LC Issuer hereunder, (iii) third, to the funding of any Revolving Loan or the funding or Cash Collateralization of any participation in any Letter of Credit in respect of which such Defaulting Lender has defaulted in fulfilling failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, pro rata, to the payment of any amounts owing to the LC Issuer or the other Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrower or any such Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under one or more other agreements in which such Revolving Lender commits to extend creditthis Agreement and (v) fifth, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any risk to it Loans or reimbursement obligations under Section 2.09(a) in respect of an LC Credit Extension which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.02 are satisfied, such Lender hereunderpayment shall be applied solely to prepay the Loans of, and reimbursement obligations under Section 2.09(a) owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations under Section 2.09(a) owed to, any Defaulting Lender. In the event that each of the Administrative Agent, Borrower, the Borrower and LC Issuer, as the case may be, each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Applicable Percentages of the Revolving outstanding LC Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. The rights and remedies against a Defaulting Lender under this Section 2.17 are in addition to other rights and remedies that Borrower, the Administrative Agent, the LC Issuer and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or required by this Section 2.17 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise.
Appears in 2 contracts
Samples: Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) a. Commitment Fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a)Lender;
(b) b. the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required all Lenders or any other requisite the Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthis Agreement;
(c) c. if any Swingline Loans are outstanding or any LC Exposure exists Obligations exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of unfunded participations in and commitments with respect to such Defaulting Lender Swingline Loans or Facility LCs shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Shares (excluding, for the avoidance of doubt, all Term Loan Lenders and Term Loan Shares) but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lender, cause Lenders’ Outstanding Credit Exposure plus such Defaulting Lenders’ Revolving Loans and participations in and commitments with respect to Revolving Loans and Facility LCs does not exceed the total of all non-Defaulting Lender’s Revolving Exposure Commitment Amounts (excluding, for the avoidance of doubt, all Term Loan Lenders and Term Loan Commitment Amounts) and (y) the conditions set forth in Article III are satisfied at such time; provided, that the LC Fees payable to exceed its Revolving Commitmentthe Lenders shall be determined taking into account such reallocation;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by Agent (A) first, prepay the Administrative Agent outstanding Swingline Loans that were not reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s Applicable Share of the LC Exposure Obligations in accordance with the procedures set forth in Section 2.19(j) 7.2 for so long as such Facility LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s Facility LC Exposure pursuant to clause (ii) above, the Borrower shall Borrowers are not be required to pay any fees LC Fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s Facility LC Exposure during the period such Defaulting Lender’s Facility LC Exposure is cash collateralized;; and
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s Facility LC Exposure is neither reallocated nor not cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank LC Issuer or any other Lender hereunderunder this Agreement, all letter of credit fees payable under Section 2.09(c) LC Fees with respect to such Defaulting Lender’s Facility LC Exposure shall be are payable to the Issuing Bank applicable LC Issuer until and to the extent that such Facility LC Exposure is reallocated and/or cash collateralized; and;
(d) d. so long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank shall be required LC Issuer has an obligation to issue, amend issue or increase Modify any Letter of Credit, Facility LC unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c), and LC Exposure related 2.33.c; and
e. any amount payable to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
under this Agreement (whether on account of principal, interest, fees or otherwise, but excluding Section 2.35) shall, instead of being distributed to such Defaulting Lender, be retained by Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times Agent determines (i) a Bankruptcy Event first, to the payment of any amounts owing by such Defaulting Lender to Agent under this Agreement, (ii) second, to the payment of any amounts owing by such Defaulting Lender to each LC Issuer or a Bail-In Action Swingline Lender under this Agreement, (iii) third, to the funding of any Revolving Loan or the funding or cash collateralization of any participating interest in any Swingline Loan or Facility LC with respect to a Revolving Lender shall occur following the date hereof and for so long as which such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Defaulting Lender has defaulted failed to fund its portion as this Agreement requires, as determined by Agent, (iv) fourth, if so determined by Agent and Company, held in fulfilling such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, to the payment of any amounts owing to Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrowers or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under one this Agreement, and (vi) sixth, if so determined by Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately before the Defaulting Lender’s failure to fund any portion of any Loans or more other agreements participations in Facility LCs or Swingline Loans and (vii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is a prepayment of the principal amount of any Loans or Reimbursement Obligations with respect to draws under Facility LCs for which the applicable LC Issuer has funded its participation obligations, such Revolving Lender commits to extend credit, no Issuing Bank payment shall be required applied solely to issueprepay the Loans of, amend and Reimbursement Obligations owed to, all Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or increase Reimbursement Obligations owed to, any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Life Time Fitness, Inc.), Credit Agreement (Life Time Fitness, Inc.)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required any vote of Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in required by Section 9.02, require the consent of such 11.1.5 [Defaulting Lender in accordance with the terms hereofLenders];
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(iA) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders’ Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iiB) if the reallocation described in clause (iA) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize (x) first, prepay such outstanding Swing Loans, and (y) second, Cash Collateralize for the benefit of the Issuing Banks only Lenders (ratably among the Issuing Lenders) the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiiC) if the Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Obligations pursuant to clause (iiB) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.10.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are cash collateralized;
(ivD) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (iA) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.10.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesRatable Share; and
(vE) if all or any portion of such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are neither reallocated nor cash collateralized Cash Collateralized pursuant to clause (iA) or (iiB) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.10.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations shall be payable to the Issuing Bank Lenders ((ratably among them) and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralizedCash Collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, (x) no Issuing Bank Lender shall be required to issue, amend or increase any Letter of Credit, unless it such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c)2.13(a)(iii)(B) [Defaulting Lenders], and LC Exposure related to (y) participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.13(a)(iii)(A) [Defaulting Lenders] (and such Defaulting Lender shall not participate therein).
(ib) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each the Issuing Bank agrees Lenders agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (CNX Midstream Partners LP), Credit Agreement (CNX Resources Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.03(a);
(b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.02); provided that any amendment8.01, waiver or other modification requiring than those which require the consent of all Lenders or all Lenders of each affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofLender);
(c) if any LC Exposure exists Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the LC Exposure of such Defaulting Lender Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ LC Obligations plus such Defaulting Lender, cause such ’s LC Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments and the sum of all non-Defaulting Lenders’ Outstanding Credit Exposure plus such Defaulting Lender’s Revolving Exposure to LC Obligations does not exceed its Revolving Commitmentthe total of all non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks LC Issuers only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) by depositing funds in accordance with the procedures set forth in Section 2.19(j) Facility LC Collateral Account for so long as such LC Exposure is Obligations are outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) Facility Fees or LC Fees with respect to such Defaulting Lender’s LC Exposure Obligations during the period such Defaulting Lender’s LC Exposure is Obligations are cash collateralized;
(iv) if the LC Exposure Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (i) above, then the fees LC Fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.03(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPro Rata Shares; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure Obligations is neither reallocated nor cash collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the LC Issuers or any other Lender hereunder, all letter Facility Fees that otherwise would have been payable to such Defaulting Lender pursuant to Section 2.03(a) (solely with respect to the portion of credit fees such Defaulting Lender’s Commitment that was utilized by such LC Obligations) and LC Fees payable under to such Defaulting Lender pursuant to Section 2.09(c2.03(c) with respect to such Defaulting Lender’s LC Exposure Obligations shall be payable to the Issuing Bank LC Issuers until and to the extent that such LC Exposure is reallocated Obligations are cash collateralized and/or cash collateralized; andreallocated;
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank LC Issuer shall be required to issue, amend issue or increase Modify any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit Modified Facility LC shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender Lenders shall not participate therein).;
(e) the Borrower may, subject to the requirements of Sections 8.04 and 8.07, substitute for such Defaulting Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Defaulting Lender and purchase the Outstanding Credit Exposures held by such Defaulting Lender in accordance with Section 8.07; provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Defaulting Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee;
(f) to the extent the Agent receives any payments or other amounts for the account of a Defaulting Lender under the Loan Documents, such Defaulting Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Defaulting Lender’s previously unsatisfied obligations to fund a Revolving Credit Advance or any other unfunded payment obligation of such Defaulting Lender under Section 2.02(d), 2.12(e), 2.16(d) or 7.05;
(g) no Lender shall be deemed to have consented to increase its Commitment pursuant to Section 2.04(c) unless that Lender shall have affirmatively given consent in accordance with that Section; and
(h) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank LC Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank such LC Issuer shall not be required to issue, amend or increase Modify any Letter of CreditFacility LC, unless such Issuing Bank LC Issuer shall have entered into arrangements with the Borrower or such Revolving Lender, reasonably satisfactory to such Issuing Bank LC Issuer to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the LC Issuers each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders Obligations shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par on a ratable basis such of the Loans Outstanding Credit Exposures of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Outstanding Credit Exposures in accordance with its Applicable PercentagePro Rata Share, whereupon such Lender shall cease to be a Defaulting Lender. For the purposes of clarity, in the event any Defaulting Lender is reinstated as a non-Defaulting Lender in accordance with the terms hereof (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and (ii) except to the extent otherwise expressly agreed by the affected parties, such reinstatement shall not constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees facility fees shall cease to accrue on the unused amount of the US Dollar Tranche Revolving Commitment and Multicurrency Tranche Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.13;
(b) the Commitment Revolving Commitment, Competitive Loan Exposure and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a such Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than (A) any portion of such Swingline Exposure (1) referred to in clause (b) of the definition of such term or (2) with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(c) and (B) any portion of such LC Exposure attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(d) and 2.06(e)) shall be reallocated among the nonNon-Defaulting Lenders that are US Dollar Tranche Revolving Lenders in accordance with their respective Applicable Percentages Percentages, but only to the extent that following such reallocation does not, as to the US Dollar Tranche Revolving Exposure of any nonsuch Non-Defaulting Lender, cause Lender does not exceed such nonNon-Defaulting Lender’s US Dollar Tranche Revolving Commitment and the sum of all Non-Defaulting Lenders’ US Dollar Tranche Revolving Exposures plus the amount of such Defaulting Lender’s Swingline Exposure to and LC Exposure so reallocated does not exceed its the sum of all Non-Defaulting Lenders’ US Dollar Tranche Revolving CommitmentCommitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.06(l) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.13(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.13(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of credit such Defaulting Lender’s US Dollar Tranche Revolving Commitment utilized by such LC Exposure) and participation fees payable under Section 2.09(c2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a such Revolving Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable (other than any portion thereof referred to in the parenthetical in clause (i) above), will be 100% fully covered by the US Dollar Tranche Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.21(c), and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, reviewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.21(c)(i) (and such Defaulting Lender shall not participate therein).
(e) In the event that (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent of any US Dollar Tranche Revolving Lender shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (ii) any Swingline Lender or any Issuing Bank has a good faith belief that any US Dollar Tranche Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Swingline Lender shall not be required to fund any Swingline Loan, and such Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Swingline Lender or such Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower or such the applicable US Dollar Tranche Revolving Lender, Lender satisfactory to such Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. .
(f) In the event that each of the Administrative Agent, the Borrower Borrower, each Swingline Lender and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the US Dollar Tranche Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s US Dollar Tranche Revolving Commitment (if any) and on such date such Lender shall purchase at par such of the Revolving Loans of each Class of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its relevant Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees The Non-Usage Fee shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a);2.5; and
(bii) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required all Lenders or any other requisite Lenders the Majority Lenders, as applicable, have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0210.2); provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all each affected Lender which affects such Defaulting Lender differently than other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereof;Lender.
(cb) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, If the Borrower shall within one Business Day following notice by and the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure agree in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent writing that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is no longer a Defaulting Lender, no Issuing Bank the Administrative Agent shall be required to issueso notify the parties hereto, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments whereupon as of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower effective date specified in accordance with Section 2.17(c), such notice and LC Exposure related subject to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate conditions set forth therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief , that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Advances in accordance with its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Caliber Home Loans, Inc.), Credit Agreement (Home Point Capital Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) so long as no Default shall be continuing, all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s LC Exposure does not, as not exceed the total of all non-Defaulting Lenders’ Commitments and to any the extent the sum of each non-Defaulting Lender, cause ’s Revolving Credit Exposure and LC Exposure does not exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks applicable LC Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in the last paragraph of Section 2.19(j) 8.01 for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) or the applicable LC Bank pursuant to Section 2.12(b)(x) (solely with respect to any fronting fee), in each case with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and;
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing LC Bank or any other Lender hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing applicable LC Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing LC Bank shall be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that (i) the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to (ii) participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing LC Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing LC Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing the applicable LC Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing the applicable LC Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the XX Xxxxx each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Nisource Inc/De), Revolving Credit Agreement (Nisource Inc/De)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Revolving Credit Exposure (including Competitive Loans) of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided, that, except as otherwise provided that any in Section 10.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures (including outstanding Competitive Loans) plus such Defaulting Lender, cause such ’s LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the applicable Issuing Banks only the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.06(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable ratably to the applicable Issuing Bank Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.22(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.22(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Issuing Bank has Banks have a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower Company or such Revolving Lender, satisfactory to such Issuing Bank Bank, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Company and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Competitive Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Defaulting Lenders. 13.16.1 Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees 13.16.1.1 the standby fees payable pursuant to Section 6.5 shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a)Lender;
(b) the Commitment and Exposure of 13.16.1.2 such Defaulting Lender shall not be included in determining whether whether, and the Commitment and the Rateable Portion of the aggregate principal amount of such Defaulting Lender under the Credit Facilities shall not be included in determining whether, all Lenders or the Required Lenders or any other requisite Lenders Lenders, have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0213.9); , provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all that affects such Defaulting Lender differently than other Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any LC Exposure exists at 13.16.1.3 the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of Administrative Agent may require such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as pay to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for deposit into an escrow account maintained by and in the benefit name of the Issuing Banks only the Borrower’s obligations corresponding Administrative Agent an amount equal to such Defaulting Lender’s LC Exposure in accordance with maximum contingent obligations hereunder to the procedures set forth in Section 2.19(j) Administrative Agent and the Issuing Lender; and
13.16.1.4 the Administrative Agent may withhold any payments owing to such Defaulting Lender for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of set-off against such Defaulting Lender’s LC Exposure pursuant to clause (ii) aboveexisting or reasonably foreseeable future obligations hereunder. For the avoidance of doubt, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such retain and reserve its other rights and remedies under Applicable Law respecting each Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Mohegan Tribal Gaming Authority), Credit Agreement (Mohegan Tribal Gaming Authority)
Defaulting Lenders. Notwithstanding (a) No Commitment of any provision Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 4.3 or otherwise specifically provided herein, performance by the Borrower of its obligations shall not be excused or otherwise modified as a result of the operation of this Agreement Section 4.3. The rights and remedies against a Defaulting Lender under this Section 4.3 are in addition to any other rights and remedies which the contraryBorrower, if the Agent or any Lender becomes may have against such Defaulting Lender.
(b) If the Borrower and the Agent agree in writing in their reasonable determination that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, then the following provisions shall apply for Agent will so long notify the parties hereto, whereupon as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of such Defaulting Lender as provided in Section 2.09(a);
(b) outstanding Commitments of the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required other Lenders or any take such other requisite Lenders have taken or actions as the Agent may take any action hereunder or under any other Loan Document (including any consent determine to any amendment, waiver or other modification pursuant be necessary to Section 9.02); provided that any amendment, waiver or other modification requiring cause the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require Commitments to be held on a pro rata basis by the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively or with duplication with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent that otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such reallocation does notLender’s having been a Defaulting Lender.
(c) Notwithstanding anything to the contrary contained in this Agreement, any payment of principal, interest, commitment fees or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for may request (so long as no Event of Default shall have occurred and be continuing), to the funding of any Committed Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion Defaulting Lender as a result of such Defaulting Lender’s LC Exposure pursuant breach of its obligations under this Agreement; fourth, so long as no Event of Default shall have occurred and be continuing, to clause (ii) above, the payment of any amounts owing to the Borrower shall not be required to pay as a result of any fees to judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion as a result of such Defaulting Lender’s LC Exposure breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies a payment of the principal amount of any Issuing Bank Committed Loan in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Committed Loans were made at a time when the applicable conditions set forth in Section 9 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any other Committed Loans of such Defaulting Lender hereunderand provided, all letter further, that any amounts held as cash collateral for funding obligations of credit fees payable under Section 2.09(c) with respect a Defaulting Lender shall be returned to such Defaulting Lender upon the termination of this Agreement and the satisfaction of such Defaulting Lender’s LC Exposure obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 4.3 shall be payable deemed paid to the Issuing Bank until and to the extent that redirected by such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentageirrevocably consents hereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (AerCap Holdings N.V.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.10(a);
(b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Majority Lenders or any other requisite Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that, except as otherwise provided that any in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure or LC Exposure (other than (A) the portion of such Swingline Exposure referred to in clause (b) of the definition of such term and (B) any portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(d) or (e)) of such Defaulting Lender shall be reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (for the purposes of such reallocation, such Defaulting Lender’s Commitment shall be disregarded in determining the non-Defaulting Lenders’ respective Applicable Percentages), but only to the extent that (X) the sum of all non-Defaulting Lenders’ Credit Exposures plus such reallocation Defaulting Lender’s LC Exposure does notnot exceed the total of all non-Defaulting Lenders’ Commitments, as (Y) after giving effect to any such reallocation, no non-Defaulting Lender, cause ’s Credit Exposure shall exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentCommitment and (Z) no Default or Event of Default has occurred and is continuing at such time;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one three (3) Business Day Days following written notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second cash collateralize collateralize, for the benefit of the applicable Issuing Banks only Banks, the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.04(j) for so long as such Defaulting Lender’s LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.10(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.10(a) and Section 2.09(c2.10(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPercentages after giving effect to such reallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank Banks, ratably based on the portion of such LC Exposure attributable to Letters of Credit issued by each such Issuing Bank, until and to the extent that such LC Exposure is reallocated and/or cash collateralizedcollateralized pursuant to clause (i) or (ii) above; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Swingline Exposure related to any such newly made Swingline Loan and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Swingline Lender or Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Swingline Lender or Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank agrees agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.18 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each Issuing Bank, the Borrower or any other Loan Party may at any time have against, or with respect to, such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Southwestern Energy Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) the Commitment Fees Fee set forth in Section 2.3(a) shall cease to accrue on the unused amount of the Revolving Commitment of for such Defaulting Lender as provided in Section 2.09(a);Lender.
(b) the Commitment and Exposure Extensions of Credit of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0211.1); , provided that any amendmentwaiver, waiver amendment or other modification (i) requiring the consent of all Lenders or all each affected Lender which affects such Defaulting Lender disproportionately with respect to the other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, or (ii) that would increase or extend the term of the Commitment of such Defaulting Lender shall require the consent of such Defaulting Lender in accordance with the terms hereof;Lender.
(c) if any LC Exposure exists L/C Obligations exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender L/C Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Commitment Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lender, cause such Lenders’ Extensions of Credit does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Administrative Agent Agent, (A) in the case of Unsecured Letters of Credit, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j8 for so long as such L/C Obligations are outstanding or (B) in the case of Secured Letters of Credit, ensure that the Borrowing Base includes an amount of cash equal to or greater than the Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such LC Exposure is L/C Obligations are outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure L/C Obligations pursuant to clause (ii) abovethis Section 2.18(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c3.3(a) with respect to such Defaulting Lender’s LC Exposure L/C Obligations during the period such Defaulting Lender’s LC Exposure is L/C Obligations are cash collateralized;
(iv) if the LC Exposure L/C Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ithis Section 2.18(c) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.3(a) and Section 2.09(c3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Commitment Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is L/C Obligations are neither reallocated nor cash collateralized nor reallocated pursuant to clause (i) or (ii) abovethis Section 2.18(c), then, without prejudice to any rights or remedies of any Issuing Bank Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) 3.3 with respect to such Defaulting Lender’s LC Exposure L/C Obligations shall be payable to the applicable Issuing Bank Lender until and to the extent that such LC Exposure is reallocated L/C Obligations are cash collateralized and/or cash collateralized; andreallocated.
(d) so long as a Revolving any Lender is a Defaulting Lender, no Applicable Issuing Bank Party shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests or Commitment Shares in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender Lenders shall not participate therein).
(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 11.7 but excluding Section 2.16) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Applicable Issuing Bank has a good faith belief that Parties hereunder, (iii) third, if so determined by the Administrative Agent or requested by an Applicable Issuing Party, to be held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Revolving Lender has defaulted participating interest or Commitment Share in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with (iv) fourth, to the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease funding of any risk to it Loan in respect of which such Defaulting Lender hereunderhas failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders or an Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of a payment made by an Issuing Lender pursuant to a Letter of Credit for which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees Lender agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure L/C Obligations of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Commitment Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.05(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders Lender’s right to approve or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to disapprove any amendment, waiver or other modification pursuant consent with respect to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except this Agreement shall be restricted as otherwise provided set forth in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof12.10(e);
(c) if any Swingline Loans are outstanding, or any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
Lender, then (i) all or any part of the such LC Exposure of such Defaulting Lender shall and such Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities of any Swingline Exposure outstanding at such time will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the nonNon-Defaulting Lenders in accordance with their respective Applicable Pro Rata Percentages but only to under the extent applicable Subfacility or Subfacilities; provided that such reallocation does not, as to any non-Defaulting Lender, cause such non(A) each Non-Defaulting Lender’s Revolving Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Company, any Borrower, any Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to exceed its Revolving Commitment;
be a Non-Defaulting Lender and (C) the conditions to Credit Extensions forth in Section 6 (other than Section 6.01) shall be satisfied at the time of such reallocation (and, unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), (ii) if to the reallocation described in clause extent that all or any portion (ithe “unreallocated portion”) above of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot, or can only partially, be effectedso reallocated to Non-Defaulting Lenders, whether by reason of the first proviso in Section 2.11(c)(i) above or otherwise, the Borrower Borrowers shall within one two Business Day Days following notice by the Administrative Agent cash collateralize for (x) first, prepay such Defaulting Lender’s Pro Rata Percentage under the benefit applicable Subfacility or Subfacilities of the Issuing Banks only the Borrower’s obligations corresponding outstanding Swingline Exposure (after giving pro forma effect to any partial reallocation pursuant to clause (i) above) and (y) second, Cash Collateralize such Defaulting Lender’s LC Exposure (after giving pro forma effect to any partial reallocation pursuant to clause (i) above), in accordance with the procedures set forth in Section 2.19(j2.13(j) for so long as such LC Exposure is outstanding;
, (iii) if the Borrower cash collateralizes Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) abovethe requirements of this Section 2.11(c), the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.05(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
Cash Collateralized, (iv) if the LC Exposure of the nonNon-Defaulting Lenders is reallocated pursuant to clause (i) abovethe requirements of this Section 2.11(c), then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.05(c) shall be adjusted in accordance with such nonNon-Defaulting Lenders’ Applicable Percentages; and
(vPro Rata Percentage under the applicable Subfacility or Subfacilities and the Borrowers shall not be required to pay any fees to the Defaulting Lender pursuant to Section 2.05(c) if all or any portion of with respect to such Defaulting Lender’s LC Exposure during the period that such Defaulting Lender’s LC Exposure is reallocated, or (v) if any Defaulting Lender’s LC Exposure is neither Cash Collateralized nor reallocated nor cash collateralized pursuant to clause (i) or (ii) abovethe requirements of this Section 2.11(c), then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c2.05(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until and to the extent that such LC Exposure is reallocated Cash Collateralized and/or cash collateralized; andreallocated;
(d) so long as a Revolving Lender is a Defaulting Lender, (i) no Issuing Bank shall will be required to issue, amend or increase issue any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased new Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) amend any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any outstanding Letter of CreditCredit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless such Issuing Bank shall have entered into arrangements is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof in accordance with the Borrower requirements of Section 2.11(c) above or such Revolving Lender, otherwise in a manner reasonably satisfactory to such Issuing Bank; and
(e) no Swingline Lender will be required to fund any Swingline Loans unless the Swingline Lender is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving Commitments of the Non-Defaulting Lenders or a combination thereof in accordance with the requirements of Section 2.11(c) above.
(f) The Company, Administrative Agent and applicable Issuing Bank may agree in writing that a Lender is no longer a Defaulting Lender. At such time, Pro Rata Percentages under the applicable Subfacility or Subfacilities shall be reallocated without exclusion of such Lender’s Commitments and Loans, and all outstanding Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders and settled by the Administrative Agent (with appropriate payments by the reinstated Lender) in accordance with the readjusted Pro Rata Percentages under the applicable Subfacility or Subfacilities and any amount that has been deposited in accordance with Section 2.13(j) to defease Cash Collateralize any risk LC Exposure shall be automatically released and returned to it the Company or the Relevant Borrower. Unless expressly agreed in writing by the Company, the Administrative Agent and applicable Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Loan, to make a payment in respect of such LC Obligations or otherwise to perform its obligations hereunder shall not relieve any other Lender hereunderof its obligations, and no Lender shall be responsible for default by another Lender. In the event that each Subject to Section 12.22, no reallocation hereunder shall constitute a waiver or release of the Administrative Agent, the Borrower and each Issuing Bank agrees that any claim of any party hereunder against a Defaulting Lender has adequately remedied all matters arising from that caused such Lender to be having become a Defaulting Lender, then the LC Exposure including any claim of the Revolving Lenders shall be readjusted to reflect the inclusion a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s Commitment and on increased exposure following such date such Lender shall purchase at par such reallocation.
(g) Any payment of the Loans of the principal, interest, fees or other Lenders as amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 10 or otherwise received by the Administrative Agent for that Defaulting Lender pursuant to Section 12.10(c) and (d)), shall determine be applied at such time or times as may be necessary determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuing Bank and any Swingline Lender hereunder; third, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing Deposit Account and released pro rata in order for to (x) satisfy such Lender Defaulting Lender’s potential future funding obligations with respect to hold such Loans under this Agreement and (y) Cash Collateralize, in accordance with Section 2.13(j), the Issuing Banks’ potential future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; fifth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its Applicable Percentageobligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company or any of its Restricted Subsidiaries pursuant to any Bank Product with such Defaulting Lender as certified by a Responsible Officer of the Company to the Administrative Agent (with a copy to the Defaulting Lender) prior to such date of payment; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company or any other Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company or any other Credit Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans or a payment of any unreimbursed LC Disbursements, such payment shall be applied solely to pay the relevant Loans of, and unreimbursed LC Disbursements owed to, the relevant Non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this Section 2.11(g). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to Section 2.13(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.06(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.24(c), and LC Exposure related to participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.24(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower Company or such Revolving Lender, satisfactory to such the Swingline Lender or the Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Company, the Swingline Lender and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Fiserv Inc), Credit Agreement (Fiserv Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.21;
(b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.029.10); , provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all each affected Lender which affects such Defaulting Lender differently than other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the such LC Exposure which pertains to the U.S. Letter of such Defaulting Lender Credit Outstandings shall be reallocated among the non-Defaulting Lenders having U.S. Revolving Commitments in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lenders’ U.S. Revolving Loans plus such Defaulting Lender, cause such ’s LC Exposure in respect of U.S. Letter of Credit Outstandings does not exceed the total of all non-Defaulting Lender’s Lenders’ U.S. Revolving Exposure to exceed its Revolving CommitmentCommitments and (y) the conditions set forth in Section 4.2 are satisfied at such time;
(ii) all or any part of such LC Exposure which pertains to the Canadian Letter of Credit Outstandings shall be reallocated among the non-Defaulting Lenders having Canadian Revolving Commitments in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Canadian Revolving Loans plus such Defaulting Lender’s LC Exposure in respect of Canadian Letter of Credit Outstandings does not exceed the total of all non-Defaulting Lenders’ Canadian Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time
(iii) if the reallocation described in clause clauses (i) or (ii) above cannot, or can only partially, be effected, neither the Borrower Fronting Banks nor any Lender shall within one Business Day following notice by have any obligation to issue new Letters of Credit under this Agreement unless the Administrative Agent Borrowers shall have cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to collateralized such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clauses (i) and (ii) above) in accordance with the procedures set forth in Section 2.19(j2.4(c) for so long as such LC Exposure is outstanding;
(iiiiv) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) aboveSection 2.33(c), the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.21 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(ivv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) aboveSection 2.33(c), then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.21 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; andor
(vvi) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized nor reallocated pursuant to clause (i) or (ii) aboveSection 2.33(c), then, without prejudice to any rights or remedies of any Issuing Fronting Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) 2.22 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing such Fronting Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; andcollateralized or reallocated;
(d) so long as a Revolving any Lender is a Defaulting Lender, no Issuing Fronting Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c2.33(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.33(c)(i) (and such Defaulting Lender Lenders shall not participate therein).; and
(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.26 but excluding Section 2.32(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Applicable Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Applicable Agent (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Applicable Agent hereunder, (ii) second, pro rata, to the payment of any Issuing amounts owing by such Defaulting Lender to any Fronting Bank has hereunder, (iii) third, if so determined by the Applicable Agent or requested by a good faith belief that Fronting Bank, to be held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Revolving Lender has defaulted participating interest in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with (iv) fourth, to the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease funding of any risk to it Loan in respect of which such Defaulting Lender hereunderhas failed to fund its portion thereof as required by this Agreement, as determined by the Applicable Agent, (v) fifth, if so determined by the Applicable Agent and the Borrowers, held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders or a Fronting Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Fronting Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of Letter of Credit disbursements for which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender. In the event that each of the Administrative Applicable Agent, the Borrower Borrowers and each Issuing Fronting Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Applicable Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one Business Day following notice by the U.S. Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the each Issuing Banks Bank only the BorrowerCompany’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding2.05(j);
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Company shall not be required to pay any fees to or for the benefit of such Defaulting Lender pursuant to Section 2.09(c2.12(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.12(a) and Section 2.09(c2.12(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the applicable Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and;
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.22(c), and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.22(c)(i) (and such Defaulting Lender shall not participate therein).; and
(e) any payment of principal, interest, fees or other amounts received by either Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by either Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by such Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to be held as cash collateral for such Defaulting Lender’s LC Exposure other than any portion of such LC Exposure that has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Applicable Agent; fifth, if so determined by the U.S. Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swingline Loan; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Disbursements and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.22(c)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.22(e) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof Effective Date and for so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the applicable Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower Company or such Revolving Lender, satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Company, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Sysco Corp), Credit Agreement (Sysco Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders’ Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize (x) first, prepay such outstanding Swing Loans, and (y) second, Cash Collateralize for the benefit of the Issuing Banks only Lender the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Obligations pursuant to clause (iib) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is cash collateralizedLetter of Credit Obligations are Cash Collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesRatable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are neither reallocated nor cash collateralized Cash Collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralizedCash Collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no the Swing Loan Lender shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c)2.10(iii) [Defaulting Lenders], and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) [Defaulting Lenders] (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any the Swing Loan Lender or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swing Loan Lender shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such the Swing Loan Lender or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Swing Loan Lender or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swing Loan Lender and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Meridian Bioscience Inc), Credit Agreement (Meridian Bioscience Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment Commitments and Exposure Revolving Credit Exposures of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders each Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than any portion of such Swingline Exposure (x) attributable to Swingline Loans made by such Defaulting Lender or (y) with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)) shall be reallocated among the non-Defaulting Global Tranche Lenders ratably in accordance with their respective Applicable Percentages Global Tranche Commitments, but only to the extent that such reallocation does not, as to any no non-Defaulting Lender, cause ’s Global Tranche Revolving Credit Exposure after giving effect to such reallocation would exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Global Tranche Commitment;
(ii) if the reallocation reallocations described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (x) prepay such Swingline Exposure and/or (y) cash collateralize for the benefit of the Issuing Banks only the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with the amounts of such LC Exposure allocated to the non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Banks or any other Lender hereunder, all letter Letter of credit Credit fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure Swingline Exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Global Tranche Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c2.21(c), and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Global Tranche Lenders of the applicable Tranche in a manner consistent with Section 2.17(c)(i2.21(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In in Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Swingline Lender or an Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swingline Lender shall not be required to fund any Swingline Loan and such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or such Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower Borrowers or such Revolving Lender, reasonably satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank agrees agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitments and on such date such Lender shall purchase at par such of the US Tranche Loans and/or Global Tranche Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender the Lenders to hold such Loans in accordance with its Applicable Percentagetheir applicable Tranche Percentages.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Albany International Corp /De/), Revolving Credit Facility Agreement (Albany International Corp /De/)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders’ Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize (x) first, prepay such outstanding Swing Loans, and (y) second, Cash Collateralize for the benefit of the such Issuing Banks only Lender the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Obligations pursuant to clause (iib) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is cash collateralizedLetter of Credit Obligations are Cash Collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesRatable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are neither reallocated nor cash collateralized Cash Collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any such Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations shall be payable to the such Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralizedCash Collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no PNC shall not be required to fund any Swing Loans and such Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral Cash Collateral will be provided by the Borrower in accordance with Section 2.17(c2.10(iii), and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC or an Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no PNC shall not be required to fund any Swing Loan and the Issuing Bank Lenders shall not be required to issue, amend or increase any Letter of Credit, unless PNC or such Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to PNC or such Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, PNC and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.10(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s LC Exposure does not, as to any not exceed the total of all non-Defaulting Lenders’ Commitments; (y) the conditions set forth in Section 4.02 are satisfied at such time; and (z) the sum of each non-Defaulting Lender, cause ’s Revolving Credit Exposure plus its reallocated share of such Defaulting Lender’s LC Exposure does not exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;; and
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.04(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) aboveSection 2.18(c)(ii), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.10(b)(i) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) aboveSection 2.18(c)(i), then the fees payable to the Lenders pursuant to Section 2.09(a2.10(a) and Section 2.09(c2.10(b)(i) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (iSection 2.18(c)(i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.10(b)(i) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (NuStar GP Holdings, LLC), 364 Day Revolving Credit Agreement (NuStar GP Holdings, LLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.11;
(b) for purposes of computing the Commitment and Exposure amount of such the obligation of each Lender that is a non-Defaulting Lender to fund participations in Letters of Credit pursuant to Section 2.05, the “Applicable Percentage” of each Lender that is a non-Defaulting Lender shall not be included in determining whether computed without giving effect to the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02)Commitment of that Defaulting Lender; provided that any amendmentthat, waiver (i) each such reallocation shall be given effect only if, at the date the Lender becomes a Defaulting Lender, no Default or other modification requiring Event of Default exists; and (ii) the consent aggregate obligation of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such a non-Defaulting Lender to acquire, refinance or fund participations in accordance with Letters of Credit shall not exceed the terms hereofpositive difference, if any, of (1) the Letter of Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Letter of Credit Obligations of that Lender;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (ib) above cannot, or can only partially, be effected, then the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent cash collateralize Cash Collateralize for the benefit of the Issuing Banks Issuer only the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (b)) in accordance with the procedures set forth in Section 2.19(j) 2.05 for so long as such LC Letter of Credit Exposure is outstandingoutstanding and the relevant Defaulting Lender remains a Defaulting Lender;
(iiii) if the Borrower cash collateralizes Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC Letter of Credit Exposure pursuant to clause (ii) abovec), then the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure during the period such Defaulting Lender’s LC Letter of Credit Exposure is cash collateralized;
Cash Collateralized; (ivii) if the LC Letter of Credit Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) aboveb), then the fees payable to the Lenders pursuant to Section 2.09(a2.11(a) and Section 2.09(c(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
or (viii) if all or any portion of such Defaulting Lender’s LC Letter of Credit Exposure is neither Cash Collateralized nor reallocated nor cash collateralized pursuant to clause (ib) or (ii) abovec), then, without prejudice to any rights or remedies of any Issuing Bank the Issuer or any other Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such Letter of Credit Exposure) and letter of credit fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure shall be payable to the Issuing Bank applicable Issuer until and to the extent that such LC Letter of Credit Exposure is reallocated Cash Collateralized and/or cash collateralizedreallocated;
(e) the Commitment and Loans of such Defaulting Lender shall not be included in determining whether all Lenders, the Majority Lenders, the Majority Revolving Lenders, the Majority Term Lenders, the Supermajority Lenders, or the Supermajority Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided that (i) such Defaulting Lender’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent; and
(df) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank Issuer shall be required to issue, amend increase, amend, renew, replace, refinance or increase extend any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC it will have no Fronting Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein)after giving effect thereto.
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees pursuant to Section 5.1 shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a)Lender;
(b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofhereunder;
(c) if any LC Exposure exists Swing Line Loans shall be outstanding or any L/C Obligations shall exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure unfunded participations in and commitments with respect to such Swing Line Loans or Letters of such Defaulting Lender Credit shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lender, cause Lenders’ Revolving Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans and Letters of Credit does not exceed the total of all non-Defaulting Lender’s Revolving Exposure Commitments and (y) the conditions set forth in Section 12 are satisfied at such time; provided, that the fees payable to exceed its Revolving Commitment;the Lenders on account of the Letters of Credit shall be determined taking into account such reallocation.
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for (x) first, prepay the benefit of the Issuing Banks only the Borrower’s obligations corresponding to outstanding Swing Line Loans that were not reallocated and (y) second, Cash Collateralize such Defaulting Lender’s LC Exposure in accordance with Pro Rata Share of the procedures set forth in Section 2.19(j) L/C Obligations for so long as such LC L/C Exposure is outstanding;
(iii) if the Borrower cash collateralizes Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC L/C Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 5.2 with respect to such Defaulting Lender’s LC L/C Exposure during the period such Defaulting Lender’s LC L/C Exposure is cash collateralized;; and
(iv) if the LC any Defaulting Lender’s L/C Exposure of the non-Defaulting Lenders is reallocated not Cash Collateralized pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) 5.2 with respect to such Defaulting Lender’s LC L/C Exposure shall be payable to the Issuing Bank Lender until and to the extent that such LC L/C Exposure is reallocated and/or cash collateralized; andCash Collateralized;
(d) so long as a Revolving any Lender is a Defaulting Lender, no the Issuing Bank Lender shall not be required to issue, amend issue or increase modify any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be and by Cash Collateral provided by the Borrower Borrowers in accordance with Section 2.17(c2.6(c); and
(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and LC Exposure related including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 7.5 but excluding Section 8.7(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any newly issued applicable requirements of law, be applied at such time or increased times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or Swing Line Lender hereunder, (iii) third, to the funding of any Revolving Loan or the funding or Cash Collateralization of any participating interest in any Swing Line Loan or Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and respect of which such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect has failed to a Revolving Lender shall occur following the date hereof and for so long fund its portion thereof as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditrequired by this Agreement, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of as determined by the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender(iv) fourth, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as if so determined by the Administrative Agent and the Borrowers, held in such account as Cash Collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, to the payment of any amounts owing to any Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by such Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is a prepayment of the principal amount of any Loans or reimbursement obligations in respect of draws under Letters of Credit with respect to which the Issuing Lender has funded its participation obligations, such payment shall determine may be necessary in order for such Lender applied solely to hold such prepay the Loans in accordance with its Applicable Percentageof, and reimbursement obligations owed to, all Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Landauer Inc), Credit Agreement (Landauer Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Credit Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.9(a);
(b) the Revolving Credit Commitment and Exposure Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.1); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists L/C Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Revolving Credit Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Extensions of Credit plus such Defaulting Lender, cause such ’s L/C Exposure does not exceed the total of all non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Revolving CommitmentCredit Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize Cash Collateralize for the benefit of the Issuing Banks Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s LC L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) Article VIII for so long as such LC L/C Exposure is outstanding;
(iii) if the Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c3.3(a) with respect to such Defaulting Lender’s LC L/C Exposure during the period such Defaulting Lender’s LC L/C Exposure is cash collateralizedCash Collateralized;
(iv) if the LC L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Revolving Credit Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC L/C Exposure is neither reallocated nor cash collateralized Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c3.3(a) with respect to such Defaulting Lender’s LC L/C Exposure shall be payable to the Issuing Bank Lender until and to the extent that such LC L/C Exposure is reallocated and/or cash collateralizedCash Collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC L/C Exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c)Lenders, and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.27(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the Issuing Lender each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC L/C Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Revolving Credit Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a);2.11; and
(b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0210.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, Agent and the Borrower and each Issuing Bank agrees Company shall agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall fund its Loans to each Borrower or purchase at par such of the Loans Revolving Exposures of the other Lenders Lenders, in each case as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Revolving Exposures ratably in accordance with its Applicable Percentageapplicable Commitments. Such Lender shall cease to be a Defaulting Lender upon remedying all matters to the satisfaction of the Administrative Agent and the Company that caused such Lender to be a Defaulting Lender, including the funding of any Revolving Exposure necessary in order for such Lender to hold such Exposures ratably in accordance with its applicable Commitments.
Appears in 2 contracts
Samples: Credit Agreement (CDK Global Holdings, LLC), Credit Agreement (CDK Global Holdings, LLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement any Loan Document to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) all or the Swingline Exposure (other than any part of the portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(d) and Section 2.05(e)) shall be reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages (for the purposes of such reallocation, such Defaulting Lender’s Commitment shall be disregarded in determining the Non-Defaulting Lenders’ respective Applicable Percentages), but only to the extent that (A) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s Swingline Exposure and LC Exposure does not, as not exceed the sum of all Non-Defaulting Lenders’ Commitments and (B) after giving effect to any non-Defaulting Lendersuch reallocation, cause such nonno Non-Defaulting Lender’s Revolving Credit Exposure to shall exceed its Revolving such Non-Defaulting Lender’s Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one three Business Day Days following the Borrower’s receipt of written notice by from the Administrative Agent Agent, (A) first, prepay such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize for the benefit of the applicable Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.05(k) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period such portion of such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the any portion of such Defaulting Lender’s LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the all Letter of Credit participation fees that otherwise would have been payable to such Defaulting Lender under Section 2.11(b) with respect to such Defaulting Lender’s reallocated LC Exposure shall be payable to the Non-Defaulting Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such nonNon-Defaulting Lenders’ Applicable PercentagesPercentages after giving effect to such reallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter Letter of credit Credit participation fees that otherwise would have been payable to such Defaulting Lender under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s unreallocated LC Exposure shall be payable to the Issuing Bank Banks, ratably based on the portion of such LC Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such LC Exposure is reallocated and/or cash collateralizedcollateralized pursuant to clause (i) or (ii) above; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among nonNon-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
(i) . In the event that a Bankruptcy Event or a Bail-In Action with respect to a Revolving any Lender Parent shall occur have occurred following the date hereof Closing Date and for so long as such event Bankruptcy Event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditcontinue, no Issuing Bank shall be required to issue, amend amend, extend, renew or increase any Letter of Credit, and the Swingline Lender shall not be required to fund any Swingline Loan, unless such Issuing Bank or the Swingline Lender shall have entered into arrangements with the Borrower or such Revolving Lender, the applicable Lender reasonably satisfactory to such Issuing Bank or the Swingline Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposures and LC Exposure Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Credit Loans in accordance with its Applicable Percentage. The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.20 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each Issuing Bank, the Swingline Lender, the Borrower or any other Loan Party may at any time have against, or with respect to, such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (MPLX Lp), Credit Agreement (Marathon Petroleum Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all Non-Defaulting Lenders' Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time. No reallocation does nothereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as to any nona result of such Non-Defaulting Lender, cause 's increased exposure following such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmentreallocation;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s 's obligations corresponding to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations pursuant to clause (iib) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.9.1.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are cash collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the nonNon-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.1.2 shall be adjusted in accordance with such nonNon-Defaulting Lenders’ Applicable Percentages' Ratable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.1.2 with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 [Events of Default] or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.2.3 [Right of Setoff] shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swing Loan Lender hereunder; third, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender's potential future funding obligations with respect to Loans under this Agreement; fifth, to the payment of any amounts owing to the Lenders, the Issuing Lender or Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or Swing Loan Lender against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations and Swing Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.10(iii)(a) above. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents thereto.
(v) so long as a Revolving such Lender is a Defaulting Lender, no Swing Loan Lender shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s 's then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.10(iii), and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among nonNon-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any Swing Loan Lender or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Swing Loan Lender shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such Swing Loan Lender or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Swing Loan Lender or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, Swing Loan Lender and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment 's Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Nacco Industries Inc), Revolving Credit Facility (Nacco Industries Inc)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(bii) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i1) so long as no Event of Default has occurred and is continuing as to which the Administrative Agent has received written notice from a Borrower or a Revolving Lender at the time of any such reallocation, all or any part of the Swingline Exposure and LC Exposure under the applicable Revolving Facility of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders under such Revolving Facility in accordance with their respective Applicable Percentages (disregarding for this purpose the Revolving Commitments of any Defaulting Lenders for all purposes of such calculation) but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Exposures under such Revolving Facility plus such Defaulting Lender, cause ’s Swingline Exposure and LC Exposure under such Revolving Facility does not exceed the total of all non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Commitments under such Revolving CommitmentFacility;
(ii2) if the reallocation described in clause (i1) above cannot, or can only partially, be effected, the Borrower applicable Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure under such Revolving Facility and (y) second, cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s applicable Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure under such Revolving Facility (after giving effect to any partial reallocation pursuant to clause (1) above) in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii3) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii2) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv4) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i1) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v5) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i1) or (ii2) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no the Swingline Lender shall not be required to fund any Swingline Loan under the applicable Revolving Facility and the Issuing Bank shall not be required to issue, amend or increase any Letter of CreditCredit under the applicable Revolving Facility, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure under such Revolving Facility will be 100% covered by the Revolving Commitments under such Revolving Facility of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower applicable Borrowers in accordance with Section 2.17(c2.22(a)(iii), and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.22(a)(iii)(1) (and such Defaulting Lender shall not participate therein).
(b) If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent entity of any Lender shall occur following the date hereof Restatement Effective Date and for so long as such event shall continue or (ii) any the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower applicable Borrowers or such Revolving Lender, satisfactory to such the Swingline Lender or the Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. .
(c) In the event that each of the Administrative Agent, the Borrower Agent, the Swingline Lender and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders under the applicable Revolving Facility shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans and participations in then outstanding Letters of Credit of the other Revolving Lenders under the applicable Revolving Facility as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Applicable PercentagePercentage (whereupon such Lender shall cease to be a Defaulting Lender).
Appears in 2 contracts
Samples: Restatement Agreement (Aptiv PLC), Restatement Agreement (Delphi Automotive PLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.13(a);
(b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders Lenders, the Supermajority Lenders, a Majority in Interest of any Class or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure, LC Exposure or Protective Advance exists at the time a such Revolving Lender becomes a Defaulting Lender then:
(i) all or the Swingline Exposure of such Defaulting Lender (other than any part of portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)), the LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(d) and 2.06(f)) and such Defaulting Lender’s Applicable Percentage of the outstanding Protective Advances shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Total Exposures after giving effect to such reallocation does not, as to any nonwould not exceed the sum of all Non-Defaulting Lender, cause such non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Revolving CommitmentCommitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Applicable Percentage of any Protective Advances that may be outstanding that has not been reallocated, (B) second, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (C) third, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.06(i) for so long as such LC Exposure is outstanding;
(iii) if the a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.13(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.13(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% fully covered by the Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.21(c), and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, renewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.21(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof July 26, 2013, and for so long as such event Bankruptcy Event shall continue or (iiy) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swingline Lender shall not be required to fund any Swingline Loan, and such Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank Bank, as the case may be, shall have entered into arrangements with Xxxxxx USA and the applicable Borrower or such the applicable Revolving Lender, Lender satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, Xxxxxx USA, the Borrower Company, the Swingline Lender and each Issuing Bank agrees each agree (such agreement not to be unreasonably withheld or delayed) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, the LC Exposure and the participations in the Protective Advances of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 2 contracts
Samples: Credit Agreement (Murphy USA Inc.), Credit Agreement (Murphy USA Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if If any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender, to the extent permitted by applicable law:
(a) Commitment Ticking Fees shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.10(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant permitted to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice effected by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Required Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c8.02), and LC Exposure related to and, notwithstanding Section 8.02, any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event have the right to vote on or a Bail-In Action with respect consent to a Revolving any amendment or waiver under this Agreement if such amendment or waiver does not disproportionately in an adverse manner affect the rights of such Defaulting Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Defaulting Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender ’s Commitment hereunder. ; In the event that each of the Administrative Agent, Agent and the Borrower and each Issuing Bank agrees agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be is necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
(c) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.08 shall, unless the Administrative Agent determines that such application entails a material risk of violation of applicable law or order, be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Credit Exposure of each Lender is held in accordance with such Lender’s Commitment. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.18(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Applied Materials Inc /De), Term Loan Credit Agreement (Applied Materials Inc /De)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0212.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders' Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s Borrowers' obligations corresponding to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower Borrowers cash collateralizes any portion of such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations pursuant to clause (iib) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.8.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are cash collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.8.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages' Ratable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.8.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no PNC shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it (a) with respect to Letters of Credit, such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s 's then outstanding LC Exposure Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c2.10(iii), and LC Exposure related (b) with respect to Swing Loans, the amount of requested Swing Loans when allocated to non-Defaulting Lenders plus outstanding Swing Loans will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders. Participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no PNC shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower Borrowers or such Revolving Lender, satisfactory to such PNC or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrowers, PNC and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment 's Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Credit Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.04(a);
(b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.028.01); provided, that, except as otherwise provided that any in Section 8.01, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Letter of Credit Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Letter of Credit Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s Letter of Credit Exposure does not exceed the total of all non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Revolving CommitmentCredit Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the relevant Issuing Banks Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) 6.02 for so long as such LC Letter of Credit Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Letter of Credit Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.04(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure during the period such Defaulting Lender’s LC Letter of Credit Exposure is cash collateralized;
(iv) if the LC Letter of Credit Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.04(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesRatable Shares; and
(v) if all or any portion of such Defaulting Lender’s LC Letter of Credit Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Credit Commitment that was utilized by such Letter of Credit Exposure) and letter of credit fees payable under Section 2.09(c2.04(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure shall be payable to the relevant Issuing Bank until and to the extent that such LC Letter of Credit Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Letter of Credit Exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Issuing Bank has Banks have a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank Banks shall not be required to issue, amend or increase any Letter of Credit, unless such the Issuing Bank Banks shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Issuing Bank Banks, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the Issuing Banks each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Letter of Credit Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Advances in accordance with its Applicable PercentageRatable Share.
Appears in 2 contracts
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/), Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.8(a);.
(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.029.1); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.029.1, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender (other than any portion of such LC Exposure attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.3(e) and 2.3(f)) shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares, but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s LC Exposure would not exceed the sum of all Non-Defaulting Lenders’ Commitments; provided that no reallocation does not, as to under this clause (i) shall constitute a waiver or release of any non-claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, cause including any claim of a Non-Defaulting Lender as a result of such nonNon-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmentincreased exposure following such reallocation;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.3(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.8(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.8(a) and Section 2.09(c2.8(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.8(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.20(c), and LC Exposure related to participating interests in any newly issued such issued, amended, renewed or increased extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, the applicable Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such LenderXxxxxx’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePro Rata Share; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided further that, except as otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx’s having been a Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (FTAI Aviation Ltd.), Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Such Defaulting Lender as shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 2.09(a10.02(b);
(b) and the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Majority Lenders or any other requisite the Super-Majority Lenders have taken or may take any action hereunder hereunder.
(b) If a Defaulting Lender (or under any other Loan Document (including any consent a Lender who would be a Defaulting Lender but for the expiration of the relevant grace period) as a result of the exercise of a set-off shall have received a payment in respect of its Credit Exposure which results in its Credit Exposure being less than its Applicable Percentage of the Aggregate Credit Exposure, then no payments will be made to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the until such time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of as such Defaulting Lender shall be reallocated among have complied with this Section 2.15 and all amounts due and owing to the non-Defaulting Lenders has been equalized in accordance with their each Lender’s respective Applicable Percentages but only pro rata share of the Obligations. Further, if at any time prior to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, acceleration or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit maturity of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) aboveLoans, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may receive any payment in respect of principal of a Loan while one or more Defaulting Lenders shall be necessary party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in order for such full or each Lender to hold such Loans in accordance with (including each Defaulting Lender) is owed its Applicable PercentagePercentage of all Loans then outstanding. After acceleration or maturity of the Loans, subject to the first sentence of this Section 2.15(b), all principal will be paid ratably as provided in Section 2.15(b).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Exco Resources Inc), Term Loan Credit Agreement (Exco Resources Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement anything contained herein to the contrary, if any Lender becomes a Defaulting Lender, then in the following provisions shall apply for so long as such Lender is case of a Defaulting Lender:
(ai) Commitment Fees shall cease the L/C Issuer may require, the Borrower or Defaulting Lender to accrue on provide Adequate Assurance, which may include cash collateral, for the unused amount Defaulting Lender’s share of the Revolving Commitment L/C Obligations as a condition to the issuance or extension of such Letters of Credit, as referenced in Section 2.03(a)(iii)(E);
(ii) the Swing Line Lender may require, the Borrower or Defaulting Lender to provide Adequate Assurance, which may include cash collateral, for the Defaulting Lender’s risk participation share of Swing Line Loans as a condition to the making or extension of Swing Line Loans, as referenced in Section 2.04(b);
(iii) the Defaulting Lender may be replaced as provided in Section 2.09(a)11.14;
(biv) all payments of principal, interest, fees and other amounts owing to a Defaulting Lender will be paid into an account or subaccount with the Administrative Agent for the benefit of the Defaulting Lender (collectively, the “Defaulting Lender Account”) and held to secure the Defaulting Lender’s obligations hereunder. Amounts held in the Defaulting Lender Account will be used first to reimburse the Administrative Agent and Collateral Agent for the Defaulting Lender’s share of fees and expenses, second as cash collateral for the Defaulting Lender’s share of outstanding L/C Obligations and Swing Line Loans, third to fund the Defaulting Lender’s share of Revolving Loan advances and fourth as cash collateral for the Defaulting Lender’s unfunded share of the Revolving Commitments. Any amounts remaining in the Defaulting Lender Account after payment in full of the Defaulting Lender’s obligations and termination of the commitments under this Agreement and the other Loan Documents will be paid over to the Defaulting Lender;
(v) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders entitled to vote or any other requisite Lenders have taken receive a commitment fee, facility fee or may take any action letter of credit fee hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower it shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then except as provided in Section 11.01; and
(vi) subject to Section 2.14(c), the LC Exposure commitments of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Defaulting Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary reduced or terminated as provided in order for such Lender to hold such Loans in accordance with its Applicable PercentageSection 2.06 on a non-ratable basis.
Appears in 2 contracts
Samples: Credit Agreement (Kraton Performance Polymers, Inc.), Credit Agreement (Kraton Polymers LLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes is a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one two (2) Business Day Days following notice by the Administrative Agent cash collateralize or (to the extent permitted by Section 2.12(c)) provide Permitted Cover for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) 2.12 for so long as such LC Exposure is outstanding;
(iiib) the Commitment and LC Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.05), provided that any waiver, amendment or modification extending or increasing the Commitment of such Defaulting Lender or reducing the principal of any LC Disbursement made by such Defaulting Lender shall require the consent of such Defaulting Lender;
(c) if the Borrower cash collateralizes or provides (to the extent permitted by Section 2.12(c)) Permitted Cover for any portion of such Defaulting Lender’s LC Exposure pursuant to the foregoing clause (ii) abovea), the Borrower shall not be required to pay any fees the Letter of Credit Fees or Commitment Fees to such Defaulting Lender pursuant to Section 2.09(c2.19(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all collateralized or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralizedcovered by Permitted Cover; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank Lender shall be required to issue, amend or increase any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral or (to the extent permitted by Section 2.12(c)) Permitted Cover will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) the foregoing clause (and such Defaulting Lender shall not participate thereina).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Revolving Loan and Financial Letter of Credit Facility Agreement (Fluor Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a);
2.5 [Commitment Fees]; (b) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
thereby; (c) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders’ Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
time; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(d) [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is Letter of Credit Obligations are cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement any Loan Document to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) all or the Swingline Exposure (other than any part of the portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.05(d) and 2.05(e)) shall be reallocated (effective as of the date such Lender becomes a Defaulting Lender) among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages (for the purposes of such reallocation, such Defaulting Lender’s Commitment shall be disregarded in determining the Non-Defaulting Lenders’ respective Applicable Percentages), but only to the extent that (A) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s Swingline Exposure and LC Exposure does not, as not exceed the sum of all Non-Defaulting Lenders’ Commitments and (B) after giving effect to any non-Defaulting Lendersuch reallocation, cause such nonno Non-Defaulting Lender’s Revolving Credit Exposure to shall exceed its Revolving such Non-Defaulting Lender’s Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one three Business Day Days following the Borrower’s receipt of written notice by from the Administrative Agent Agent, (A) first, prepay such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize in accordance with the procedures set forth in Section 2.05(k) for the benefit of the applicable Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in accordance with the procedures set forth parenthetical in Section 2.19(jsuch clause (i)) that has not been reallocated for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period such portion of such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter Letter of credit Credit participation fees that otherwise would have been payable to such Defaulting Lender under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s unreallocated LC Exposure shall be payable to the Issuing Bank Banks, ratably based on the portion of such LC Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such LC Exposure is reallocated and/or cash collateralizedcollateralized pursuant to clause (i) or (ii) above; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, in each case, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.19(c), and LC Exposure related to participating interests in any newly issued made Swingline Loan or increased any newly issued, amended, renewed or extended Letter of Credit shall be allocated among nonNon-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
(i) . In the event that a Bankruptcy Event or a Bail-In Action with respect to a Revolving any Lender Parent shall occur have occurred following the date hereof Effective Date and for so long as such event Bankruptcy Event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditcontinue, no Issuing Bank shall be required to issue, amend amend, extend, renew or increase any Letter of Credit, and the Swingline Lender shall not be required to fund any Swingline Loan, unless such Issuing Bank or the Swingline Lender shall have entered into arrangements with the Borrower or such Revolving Lender, the applicable Lender reasonably satisfactory to such Issuing Bank or the Swingline Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposures and LC Exposure Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Applicable Percentage. The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.19 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, each Issuing Bank, the Swingline Lender, the Borrower or any other Loan Party may at any time have against, or with respect to, such Defaulting Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Marathon Petroleum Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.03(a);
(b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.02); provided that any amendment8.01, waiver or other modification requiring than those which require the consent of all Lenders or all Lenders of each affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofLender);
(c) if any LC Exposure exists Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the LC Exposure of such Defaulting Lender Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ LC Obligations plus such Defaulting Lender, cause such ’s LC Obligations does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks LC Issuers only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) by depositing funds in accordance with the procedures set forth in Section 2.19(j) Facility LC Collateral Account for so long as such LC Exposure is Obligations are outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) Facility Fees or LC Fees with respect to such Defaulting Lender’s LC Exposure Obligations during the period such Defaulting Lender’s LC Exposure is Obligations are cash collateralized;
(iv) if the LC Exposure Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (i) above, then the fees LC Fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.03(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPro Rata Shares; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure Obligations is neither reallocated nor cash collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the LC Issuers or any other Lender hereunder, all letter Facility Fees that otherwise would have been payable to such Defaulting Lender pursuant to Section 2.03(a) (solely with respect to the portion of credit fees such Defaulting Lender’s Commitment that was utilized by such LC Obligations) and LC Fees payable under to such Defaulting Lender pursuant to Section 2.09(c2.03(c) with respect to such Defaulting Lender’s LC Exposure Obligations shall be payable to the Issuing Bank LC Issuers until and to the extent that such LC Exposure is reallocated Obligations are cash collateralized and/or cash collateralized; andreallocated;
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank LC Issuer shall be required to issue, amend issue or increase Modify any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit Modified Facility LC shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender Lenders shall not participate therein).;
(e) the Borrower may, subject to the requirements of Sections 8.04 and 8.07, substitute for such Defaulting Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Defaulting Lender and purchase the Outstanding Credit Exposures held by such Defaulting Lender in accordance with Section 8.07; provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Defaulting Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee;
(f) to the extent the Agent receives any payments or other amounts for the account of a Defaulting Lender under the Loan Documents, such Defaulting Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Defaulting Lender’s previously unsatisfied obligations to fund a Revolving Credit Advance or any other unfunded payment obligation of such Defaulting Lender under Section 2.02(d), 2.12(e), 2.16(d) or 7.05;
(g) no Lender shall be deemed to have consented to increase its Commitment pursuant to Section 2.04(c) unless that Lender shall have affirmatively given consent in accordance with that Section; and
(h) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank LC Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank such LC Issuer shall not be required to issue, amend or increase Modify any Letter of CreditFacility LC, unless such Issuing Bank LC Issuer shall have entered into arrangements with the Borrower or such Revolving Lender, reasonably satisfactory to such Issuing Bank LC Issuer to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the LC Issuers each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders Obligations shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par on a ratable basis such of the Loans Outstanding Credit Exposures of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Outstanding Credit Exposures in accordance with its Applicable PercentagePro Rata Share. For purposes of clarity, in the event any Defaulting Lender is reinstated as a non-Defaulting Lender in accordance with the terms hereof (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and (ii) except to the extent otherwise expressly agreed by the affected parties, such reinstatement shall not constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees facility fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all so long as no Default or any part Event of Default has occurred and is continuing, the LC Exposure of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Lenders’ Revolving Exposures plus such non-Defaulting Lender’s Revolving LC Exposure to does not exceed its Revolving Commitmentthe sum of all Non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Paying Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of credit such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.09(c2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.22(c), and LC Exposure related to participating interests in any newly issued such issued, amended, reviewed or increased extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.22(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (iiy) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Paying Agent, the Borrower and each Issuing Bank agrees each agree (provided that the Borrower’s agreement shall not be required if an Event of Default has occurred and is continuing) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Paying Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Macy's, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a such Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.05(d) and 2.05(e)) of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures after giving effect to such reallocation does not, as to would not exceed the sum of all Non-Defaulting Lenders’ Revolving Commitments; provided that no reallocation under this clause (i) shall constitute a waiver or release of any non-claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, cause including any claim of a Non-Defaulting Lender as a result of such nonNon-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmentincreased exposure following such reallocation;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.05(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.12(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a such Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.24(c), and LC Exposure related to participating interests in any newly issued such issued, amended, renewed or increased extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.24(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (i) a Bankruptcy Event or a Bail-In Action with respect to a the parent of any Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank Bank, shall have entered into arrangements with the Parent and the Borrower or such the applicable Revolving Lender, satisfactory to such Issuing Bank Bank, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, Parent, the Borrower and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Loans in accordance with its Applicable Revolving Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was a Defaulting Lender; provided further that, except as otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender’s having been a Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees The Minimum Utilization Fee and the Non-Usage Fee shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);Lender; and
(bii) the Commitment and Exposure Advances of such Defaulting Lender shall not be included in determining whether the Required all Lenders or any other requisite Lenders the Majority Lenders, as applicable, have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.029.2); provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all each affected Lender which affects such Defaulting Lender differently than other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereof;Lender.
(cb) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, If the Borrower shall within one Business Day following notice by and the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure agree in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent writing that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is no longer a Defaulting Lender, no Issuing Bank the Administrative Agent shall be required to issueso notify the parties hereto, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments whereupon as of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower effective date specified in accordance with Section 2.17(c), such notice and LC Exposure related subject to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate conditions set forth therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief , that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Advances in accordance with its Applicable PercentageCommitment, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting 742613903 21686243 Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendmentprovided, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shallthat, except as otherwise provided in Section 9.02, require this clause (b) shall not apply to the consent vote of such a Defaulting Lender except as expressly permitted by the last sentence set forth in accordance with the terms hereofSection 9.02(b);
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Revolving CommitmentCommitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one two (2) Business Day Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.06(j) for so long as such LC Exposure is outstandingoutstanding or such Person remains a Defaulting Lender;
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.22(c), and LC Exposure related to participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.22(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower Company or such Revolving Lender, satisfactory to such the Swingline Lender or the Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Company, the Swingline Lender and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. At such time, any cash collateral provided by the Company in accordance with Section (c)(ii) above shall be promptly returned to the Company.
Appears in 1 contract
Samples: Credit Agreement (Brown & Brown Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement (i) Anything herein to the contrarycontrary notwithstanding, if during such period as any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:, such Defaulting Lender will not be entitled to any commitment fees accruing during such period pursuant to Section 2.8(a) (but without prejudice to the rights of the Revolving Lenders other than any Defaulting Lenders in respect of such fees), and the pro rata payment provisions of Section 2.17 will automatically be deemed adjusted to reflect the provisions of this Section 2.23(a).
(aii) Commitment Fees shall cease Anything herein to accrue the contrary notwithstanding, with the prior written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of such any Defaulting Lender as provided on not less than five (5) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the other Lenders thereof), and in such event the provisions of Section 2.09(a);
(b2.23(c) will apply to all amounts thereafter paid by the Commitment and Exposure Borrower for the account of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with respect of its Revolving Commitment and Revolving Extensions of Credit (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the terms hereof;
(c) if Borrower, the Administrative Agent, the Swingline Lender, or any LC Exposure exists at the time a other Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to may have against such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;.
(iii) if If any Revolving Lender becomes, and during the Borrower cash collateralizes any portion of such period it remains, a Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower following provisions shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) apply with respect to such Defaulting Lender’s LC Exposure during Revolving Percentage of the period aggregate principal amount of all Swingline Loans then outstanding (such Defaulting Lender’s LC Exposure is cash collateralized;“Swingline Exposure”):
(iv1) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving The Swingline Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in accordance with Section 2.17(c)its discretion, and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of through the Administrative Agent, the a borrowing notice pursuant to Section 2.5 in such amounts and at such times as may be required to repay an outstanding Swingline Loan, as applicable;
(2) The Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lenderwill, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as not later than three (3) Business Days after demand by the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.(at the direction of the Swingline Lender)
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)3.05;
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0212.02); provided , provided, that any amendment, waiver or other modification (i) requiring the consent of all Lenders or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, which affects such Defaulting Lender differently than other affected Lenders or (ii) which increases or extends the Commitment of a Defaulting Lender shall require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.08(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c3.05(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a3.05(a) and Section 2.09(c3.05(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and and letter of credit fees payable under Section 2.09(c3.05(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c5.06(c), and LC Exposure related to any participating interests in newly issued or increased Letter Letters of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i5.06(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the then Borrower shall within one fifteen Business Day Days (or such longer period as the Administrative Agent and relevant Issuing Banks may agree to) following written notice by the Administrative Agent (A) cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j2.18(i) for so long as such LC Exposure is outstanding, or (B) enter into other arrangements reasonably satisfactory to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(db) so long as a any Revolving Lender is a Defaulting Lender, no Issuing Bank the Swingline Lender shall not be required to issue, amend or increase fund any Letter of Credit, unless it is satisfied that the related exposure Swingline Loan and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Swingline Lender or Issuing Bank shall have entered into arrangements is satisfied that the related exposure will be cash collateralized in accordance with the Borrower Section 2.20(a) (or such Revolving Lender, other arrangements as are reasonably satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Issuing Banks, the Swingline Lender and each Issuing Bank agrees that the Borrower). The rights and remedies against a Defaulting Lender has adequately remedied all matters under this Section 2.20 are in addition to other rights and remedies that caused Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lender and the non-Defaulting Lenders may have against such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders . The arrangements permitted or required by this Section 2.20 shall be readjusted to reflect the inclusion of such Lender’s Commitment and permitted under this Agreement, notwithstanding any limitation on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageLiens or otherwise.”
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Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Credit Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and if any Swingline Exposure or LC Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of exists, until the LC Exposure of such Defaulting time when the Revolving Credit Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-is no longer a Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one Business Day following notice by the Administrative Agent Agent, (i) prepay such Swingline Exposure or, if agreed by the Swingline Lender, cash collateralize for the benefit Swingline Exposure of such Defaulting Lender on terms satisfactory to the Issuing Banks only the Borrower’s obligations corresponding to Swingline Lender and (ii) cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iiib) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Swingline Lender shall not be required to pay fund any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) Swingline Loan and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.19(a);
(c) other than as expressly set forth in this Section 2.19, the rights and LC Exposure related obligations of a Defaulting Lender (including the obligation to any newly issued or increased Letter of Credit indemnify the Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.19 shall be allocated among non-deemed to release any Defaulting Lenders in Lender from its obligations under this Agreement and the Loan Documents, shall alter such obligations, shall operate as a manner consistent with Section 2.17(c)(i) (and waiver of any default by such Defaulting Lender hereunder, or shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) prejudice any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in rights which such Revolving Lender commits to extend creditBorrower, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that Bank, the Swingline Lender or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder; and
(d) In the event a Defaulting Lender has adequately remedied all matters that retroactively cures to the satisfaction of the Administrative Agent the breach which caused such a Lender to be become a Defaulting Lender, then the LC Exposure of the Revolving Lenders such Defaulting Lender shall no longer be a Defaulting Lender and shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such treated as a Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentageunder this Agreement.”
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Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.5;
(b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.028.2); , provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all each affected Lender that affects such Defaulting Lender differently than other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any Swing Line Loans shall be outstanding or any LC Exposure exists Obligations exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the unfunded participations in and commitments with respect to such Swing Line Loans or LC Exposure of such Defaulting Lender Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lender, cause Lenders’ Outstanding Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans and Facility LCs does not exceed the total of all non-Defaulting Lender’s Revolving Exposure Commitments and (y) the conditions set forth in Article IV are satisfied at such time; provided, that the Standby LC Fees payable to exceed its Revolving Commitmentthe Lenders shall be determined taking into account any such reallocation;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay the Defaulting Lender’s Revolving Percentage of the outstanding Swing Line Loans that were not reallocated and (y) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s Pro Rata Share of the LC Exposure Obligations in accordance with the procedures set forth in Section 2.19(j) 8.1 for so long as such Facility LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Facility LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.19(d) with respect to such Defaulting Lender’s Facility LC Exposure during the period such Defaulting Lender’s Facility LC Exposure is cash collateralized;collateralized by the Borrower; and
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s Facility LC Exposure is neither reallocated nor not cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the applicable LC Issuer(s) or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c2.19(d) with respect to such Defaulting Lender’s Facility LC Exposure that have been reallocated to the other Lenders (and, for clarification, not any portion that has been cash collaterizedcollateralized) shall be payable to the Issuing Bank until non-defaulting Lenders and the applicable LC Issuer(s) (to the extent that not reallocated to the non-defaulting Lenders) until such Facility LC Exposure is reallocated and/or cash collateralized; and;
(d) so long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank LC Issuer shall be required to issue, amend issue or increase Modify any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued 2.22(c) or increased Letter of Credit shall will be allocated among to non-Defaulting defaulting Lenders in a manner consistent accordance with Section 2.17(c)(i2.22(c); and
(e) (and any amount payable to such Defaulting Lender shall not participate therein).
hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 11.2 but excluding Section 2.20) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as are determined by the Administrative Agent (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Administrative Agent hereunder, (ii) second, pro rata, to the payment of any Issuing Bank has a good faith belief that amounts owing by such Defaulting Lender to the LC Issuers or Swing Line Lender hereunder, (iii) third, to the funding of any Revolving Lender has defaulted Loan or the funding or cash collateralization of any participating interest in fulfilling its obligations under one any Swing Line Loan or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it Facility LC in respect of which such Defaulting Lender hereunder. In the event that each of has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender(iv) fourth, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vi) sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of draws under Facility LCs with respect to which the applicable LC Issuer(s) has funded its participation obligations, such payment shall determine may be necessary in order for such Lender applied solely to hold such prepay the Loans in accordance with its Applicable Percentageof, and Reimbursement Obligations owed to, all Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Section 2.2, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and Exposure of such Defaulting Swingline Lender shall not be included in determining whether the Required Lenders or obligated to make any Swingline Loans at a time when any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required unless the Swingline Lender has entered into arrangements satisfactory to issue, amend or increase it to eliminate the Swingline Lender’s risk with respect to any Letter of Credit, unless it is satisfied that the related exposure and the such Defaulting Lender’s then funding obligations hereunder, including by cash collateralizing such Defaulting Lender’s Revolving Credit Commitment Percentage of the applicable outstanding LC Exposure will be 100% covered Swingline Loans. On demand by the Commitments Swingline Lender or the Administrative Agent from time to time, the Borrower shall cash collateralize each Defaulting Lender’s Revolving Credit Commitment Percentage of the non-Defaulting Lenders and/or outstanding Swingline Loans on terms reasonably satisfactory to the Administrative Agent and the Swingline Lender. Any such cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders deposited in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements separate account with the Borrower or such Revolving LenderAdministrative Agent, satisfactory subject to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each exclusive dominion and control of the Administrative Agent, as collateral (solely for the Borrower benefit of the Swingline Lender) for the payment and performance of each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure ’s Revolving Credit Commitment Percentage of the Revolving Lenders outstanding Swingline Loans. Moneys in such account shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as applied by the Administrative Agent shall determine may be necessary in order to reimburse the Swingline Lender immediately for each Defaulting Lender’s Revolving Credit Commitment Percentage of any Swingline Loans which have not otherwise been refunded by the Borrower or such Defaulting Lender pursuant to hold such Loans in accordance with its Applicable Percentagethe terms of this Section 2.2.
Appears in 1 contract
Samples: Credit Agreement (Fossil Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on if any Letter of Credit Outstandings (excluding Letter of Credit Outstandings in respect of any Several Letter of Credit so long as (i) neither the unused amount Issuing Agent nor any Lender (other than the Defaulting Lender) has an obligation or liability in respect of the Revolving Commitment Defaulting Lender’s obligation under such Several Letter of such Defaulting Lender as provided in Section 2.09(a);
Credit and (bii) the Commitment and Exposure beneficiary under such Several Letter of such Defaulting Lender shall not be included in determining whether the Required Lenders Credit or any other requisite Lenders have taken third party does not claim or may take otherwise assert in writing (which claim or assertion is not withdrawn) that the Issuing Agent or any action hereunder Lender (other than the Defaulting Lender) has an obligation or liability in respect of the Defaulting Lender’s obligation under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent such Several Letter of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(cCredit) if any LC Exposure exists exist at the time a Revolving Lender becomes is a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Letter of Credit Outstandings (as adjusted above) in accordance with the procedures set forth in Section 2.19(j) 2.10 for so long as such LC Exposure is Letter of Credit Outstandings are outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(vb) if all or any portion of such Defaulting Lender’s no LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank Issuer shall be required to issue, amend amend, extend or increase any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate thereinto the extent required by) Section 2.26(a).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank LC Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank LC Issuer shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank LC Issuer shall have entered into arrangements with the Borrower Company or such Revolving Lender, satisfactory to such Issuing Bank LC Issuer to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Unsecured Revolving Credit and Letter of Credit Facility Agreement (Validus Holdings LTD)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a such Revolving Lender becomes a Defaulting Lender Lender, then:
(i) all or any part of the LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.04(e) and 2.04(f)) of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s LC Exposure does not exceed the sum of all non-Defaulting Lenders’ Revolving Commitments; provided that subject to Section 9.18, no reallocation under this clause (i) shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, cause including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmentincreased exposure following such reallocation;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Agent, without prejudice to any rights or remedies of the Borrower against such Defaulting Lender, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.04(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (iiii)(B) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a such Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.19(c), and LC Exposure related to participating interests in any newly issued such issued, amended, renewed or increased extended Letter of Credit shall will be allocated among the non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof Third A&R Effective Date and for so long as such event Bankruptcy Event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving the applicable Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such the applicable Revolving Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was a Defaulting Lender; provided further that, except as otherwise expressly agreed by the affected parties, no change hereunder from a Defaulting Lender to a non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender’s having been a Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Comtech Telecommunications Corp /De/)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) the Unused Commitment Fees Fee payable pursuant to Section 2.11 shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a)Lender;
(b) the Commitment and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite all of the Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); , provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as expressly provided otherwise provided in Section 9.02, require the consent and except as a result of such Defaulting Lender in accordance with having a greater or lesser Commitment than other affected Lenders, any waiver, amendment or modification that increases the terms hereofCommitment of the Defaulting Lender or reduces the principal amount due to the Defaulting Lender, or interest payable on, Loans or payments made by the Issuing Bank under a Letter of Credit, or extends any scheduled principal payment due to the Defaulting Lender shall require its consent to the same extent as if it were not a Defaulting Lender;
(c) if any LC Exposure exists Letters of Credit are outstanding at the time a Revolving Lender becomes is a Defaulting Lender Lender, then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such the sum of all non-Defaulting Lender’s Revolving Exposure to Credit Exposures does not exceed its Revolving Commitmentthe total of all non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one three (3) Business Day Days following notice by the Administrative Agent Agent, cash collateralize collateralize, for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to Bank only, such Defaulting Lender’s LC Exposure outstanding Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.04(k) for so long as such LC Exposure is outstandingLetters of Credit are outstanding and such Lender remains a Defaulting Lender;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure outstanding Letters of Credit pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) (and no such fees shall accrue) with respect to such Defaulting Lender’s LC Exposure outstanding Letters of Credit during the period such Defaulting Lender’s LC Exposure is outstanding Letters of Credit are cash collateralized;
(iv) if the LC Exposure outstanding Letters of Credit of the non-Defaulting Lenders is are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.11 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is outstanding Letters of Credit are neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) 2.11 with respect to such Defaulting Lender’s LC Exposure outstanding Letters of Credit shall be payable to the Issuing Bank until and to the extent that such LC Exposure is outstanding Letters of Credit are reallocated and/or cash collateralized; and
(d) so long as a Revolving any Lender is a Defaulting Lender, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that 100% of (i) the related exposure and (ii) the Defaulting Lender’s then outstanding LC Exposure Letters of Credit, will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.04(k), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) their Applicable Percentages (and such Defaulting Lender shall not participate therein).
(e) If any Lender has (a) (i) become or is insolvent or has a Bankruptcy Event parent company that has become or is insolvent or (ii) become the subject of a Bail-In Action with respect to proceeding under any bankruptcy, insolvency, or other law for the relief of debtors, or has had a Revolving Lender receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a proceeding under any bankruptcy, insolvency or other law for the relief of debtors, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment shall occur following the date hereof Effective Date and for so long as such event shall continue or (iib) any the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, Credit unless such the Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Issuing Bank Bank, to defease any risk to it in respect of such Lender hereunder. .
(f) In the event that each of the Administrative Agent, the Borrower Borrower, and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting LenderLender (the date of agreement by all such Persons hereinafter called the “Remedy Date”), then the LC Exposure outstanding Letters of Credit of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date the Remedy Date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePercentage and such Lender shall no longer be a Defaulting Lender.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees facility fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a5.07(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0212.07); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0212.07, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving any U.S. Lender becomes a Defaulting Lender (such Defaulting Lender, a “U.S. Defaulting Lender”), then:
(i) all or any part of the LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such U.S. Defaulting Lender shall have funded its participation as contemplated by Sections 4.01(e) and 4.01(f)) of such U.S. Defaulting Lender shall be reallocated among the U.S. non-Defaulting Lenders in accordance with their respective Applicable U.S. Revolving Commitment Percentages but only to the extent that such reallocation does not, as to any the sum of all U.S. non-Defaulting Lenders’ U.S. Revolving Credit Exposures plus such U.S. Defaulting Lender, cause such ’s LC Exposure does not exceed the sum of all U.S. non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ U.S. Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one Business Day following notice by the General Administrative Agent cash collateralize for the benefit of the applicable Issuing Banks only Lenders the Borrower’s obligations corresponding to portion of such U.S. Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) that has not been reallocated for so long as such LC Exposure is outstanding;
(iii) if the Borrower Company cash collateralizes any portion of such U.S. Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such U.S. Defaulting Lender pursuant to Section 2.09(c5.07(c) with respect to such portion of such U.S. Defaulting Lender’s LC Exposure during the period for so long as such U.S. Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such U.S. Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 5.07(a) and Section 2.09(c5.07(c) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such U.S. Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lenders or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c5.07(c) with respect to such U.S. Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Lenders until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a U.S. Defaulting Lender, no Issuing Bank Lender shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless it is satisfied that the related exposure and the U.S. Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Revolving Commitments of the U.S. non-Defaulting Lenders and/or cash collateral will be provided collateralized by the Borrower in accordance with Section 2.17(c5.15(c), and LC Exposure related to participating interests in any newly issued such issued, amended, renewed or increased extended Letter of Credit shall will be allocated among the U.S. non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i5.15(c)(i) (and such U.S. Defaulting Lender shall not participate therein).
. In the event that (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event Bankruptcy Event shall continue or (ii) any Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank Lender shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank Lender shall have entered into arrangements with the Borrower Company or such Revolving Lender, the applicable Lender satisfactory to such Issuing Bank Lender to defease any risk to it in respect of such Lender hereunder. In the event that each of the General Administrative Agent, the Borrower Company and the Issuing Lenders each Issuing Bank agrees agree that a Defaulting Lender has adequately remedied all matters that caused such the applicable Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s U.S. Revolving Commitment and on such date such Lender shall purchase at par such of the U.S. Revolving Loans of the other Lenders as the General Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable U.S. Revolving Commitment Percentage.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.04(a);
(b) the Commitment unpaid principal amount of Advances and the Letter of Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite the Super-Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.028.01); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided described in Section 9.02, require 8.01 for which the consent of such Defaulting Lender in accordance with the terms hereofor each Lender directly and adversely affected thereby is required;
(c) if any LC Letter of Credit Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Letter of Credit Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lenders’ unpaid principal amount of Advances plus such Defaulting Lender, cause such ’s Letter of Credit Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments as in effect at the time of such reallocation and (y) the conditions set forth in Section 3.02 are satisfied at such time;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Letter of Credit Exposure in an amount equal to the aggregate amount of the unreallocated obligations of such Defaulting Lender in accordance with the procedures set forth in Section 2.19(j2.03(h)(i) for so long as such LC Letter of Credit Exposure is outstanding; provided that neither any such reallocation (partial or otherwise) described in clause (i) above or this clause (ii), nor any payment by a non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Agent, the Issuing Banks or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Letter of Credit Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.04(b) with respect to such Defaulting Lender’s LC Letter of Credit Exposure during the period such Defaulting Lender’s LC Letter of Credit Exposure is cash collateralized;
(iv) if the LC Exposure Letter of Credit Exposures of the non-Defaulting Lenders is are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.04(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPro Rata Shares; and
(v) if all or any portion of such Defaulting Lender’s LC Letter of Credit Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Banks or any other Lender hereunder, all letter facility fees that otherwise would have been payable to such Defaulting Lender under Section 2.04(a) (solely with respect to the portion of credit such Defaulting Lender’s Commitment that was utilized by such Letter of Credit Exposure) and Letter of Credit participation fees payable under Section 2.09(c2.04(b)(i) with respect to such Defaulting Lender’s LC Letter of Credit Exposure shall be payable to the Issuing Bank Banks, ratably based on the portion of such Letter of Credit Exposure attributable to Letters of Credit issued by each Issuing Bank, until and to the extent that such LC Letter of Credit Exposure is reallocated and/or cash collateralizedcollateralized pursuant to clause (i) or (ii) above; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Letter of Credit Exposure will be 100% covered by the Letter of Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.19(c)(ii), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
(i) . If a Bankruptcy Event or a Bail-In Action with respect to a Revolving any Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditcontinue, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, reasonably satisfactory to such the Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Letter of Credit Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Letter of Credit Commitment and on such date such Lender shall purchase at par such of the Loans Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Advances in accordance with its Applicable PercentagePro Rata Share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further that no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim the Borrower, the Agent, the Issuing Banks or any other Lender may have arising from such Lender’s having been a Defaulting Lender.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.03(a);
(b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.02); provided that any amendment8.01, waiver or other modification requiring than those which require the consent of all Lenders or all Lenders of each affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofLender);
(c) if any LC Exposure exists Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(i) so long as no Default or Event of Default has occurred and is continuing, all or any part of the LC Exposure of such Defaulting Lender Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ LC Obligations plus such Defaulting Lender, cause such ’s LC Obligations does not exceed the total of all non-Defaulting Lenders’ Commitments and the sum of all non-Defaulting Lenders’ Outstanding Credit Exposure plus such Defaulting Lender’s Revolving Exposure to LC Obligations does not exceed its Revolving Commitmentthe total of all non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks LC Issuers only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) by depositing funds in accordance with the procedures set forth in Section 2.19(j) Facility LC Collateral Account for so long as such LC Exposure is Obligations are outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) Facility Fees or LC Fees with respect to such Defaulting Lender’s LC Exposure Obligations during the period such Defaulting Lender’s LC Exposure is Obligations are cash collateralized;
(iv) if the LC Exposure Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (i) above, then the fees LC Fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.03(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPro Rata Shares; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure Obligations is neither reallocated nor cash collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the LC Issuers or any other Lender hereunder, all letter Facility Fees that otherwise would have been payable to such Defaulting Lender pursuant to Section 2.03(a) (solely with respect to the portion of credit fees such Defaulting Lender’s Commitment that was utilized by such LC Obligations) and LC Fees payable under to such Defaulting Lender pursuant to Section 2.09(c2.03(c) with respect to such Defaulting Lender’s LC Exposure Obligations shall be payable to the Issuing Bank LC Issuers until and to the extent that such LC Exposure is reallocated Obligations are cash collateralized and/or cash collateralized; andreallocated;
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank LC Issuer shall be required to issue, amend issue or increase Modify any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit Modified Facility LC shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender Lenders shall not participate therein).;
(e) the Borrower may, subject to the requirements of Sections 8.04 and 8.07, substitute for such Defaulting Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Defaulting Lender and purchase the Outstanding Credit Exposures held by such Defaulting Lender in accordance with Section 8.07; provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Defaulting Lender, and (iii) if such assignee is not a Lender,
(A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee;
(f) to the extent the Agent receives any payments or other amounts for the account of a Defaulting Lender under the Loan Documents, such Defaulting Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Defaulting Lender’s previously unsatisfied obligations to fund a Revolving Credit Advance or any other unfunded payment obligation of such Defaulting Lender under Section 2.02(d), 2.12(e), 2.16(d) or 7.05;
(g) no Lender shall be deemed to have consented to increase its Commitment pursuant to Section 2.04(c) unless that Lender shall have affirmatively given consent in accordance with that Section; and
(h) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank LC Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank such LC Issuer shall not be required to issue, amend or increase Modify any Letter of CreditFacility LC, unless such Issuing Bank LC Issuer shall have entered into arrangements with the Borrower or such Revolving Lender, reasonably satisfactory to such Issuing Bank LC Issuer to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and the LC Issuers each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders Obligations shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par on a ratable basis such of the Loans Outstanding Credit Exposures of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans Outstanding Credit Exposures in accordance with its Applicable PercentagePro Rata Share, whereupon such Lender shall cease to be a Defaulting Lender. For the purposes of clarity, in the event any Defaulting Lender is reinstated as a non-Defaulting Lender in accordance with the terms hereof (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and (ii) except to the extent otherwise expressly agreed by the affected parties, such reinstatement shall not constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.
Appears in 1 contract
Samples: Credit Agreement (Dte Energy Co)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fee];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Outstandings exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Outstandings of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that (x) such reallocation does not, as not cause the sum of the Revolving Credit Loans made by such Lender plus such Lender’s Ratable Share of the outstanding Swing Loans and Letter of Credit Outstandings to any non-Defaulting Lender, cause exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment, and (y) no Potential Default or Event of Default has occurred and is continuing at such time;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for prepay such outstanding Swing Loans; provided, however, that if the benefit Borrower elects to replace the applicable Defaulting Lender under Section 5.4.2 [Replacement of a Lender], the Issuing Banks only Borrower shall be given a ten (10) Business Day grace period before being required to take the Borrower’s obligations corresponding to steps required in this clause (b) (and upon successful replacement of such Defaulting Lender with a non-Defaulting Lender’s LC Exposure in accordance with , the procedures set forth in Section 2.19(j) for so long as Borrower shall not be required to take such LC Exposure is outstandingsteps);
(iiic) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such any Defaulting Lender pursuant to Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Outstandings during the period such Defaulting Lender remains a Defaulting Lender’s LC Exposure is cash collateralized;
(ivd) if the LC Exposure Letter of Credit Outstandings of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such each non-Defaulting Lenders’ Applicable PercentagesRatable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is neither Letter of Credit Outstandings are not reallocated nor cash collateralized pursuant to clause (i) or (iia) above, and such Defaulting Lender is not replaced pursuant to Section 5.4.2 [Replacement of a Lender], then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure Letter of Credit Outstandings shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure Letter of Credit Outstandings are reallocated or such Defaulting Lender is reallocated and/or cash collateralizedreplaced; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no Issuing PNC Bank shall not be required to fund any Swing Loans and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be Letter of Credit Outstandings has been 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by Lenders, or the Borrower in accordance with applicable Defaulting Lender has been replaced pursuant to Section 2.17(c)5.4.2 [Replacement of a Lender], and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall can (and shall, if they can) be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.12(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC Bank or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing PNC Bank shall not be required to fund any Swing Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC Bank or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such PNC Bank or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, PNC Bank and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Outstandings of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share; provided, however, that, without limiting the foregoing, in the event the Borrower shall have advised the Agent that it is in the process of replacing the applicable Defaulting Lender pursuant to Section 5.4.2 [Replacement of a Lender] and as long as the Borrower shall diligently pursue such replacement, the fact that the applicable Defaulting Lender shall have remedied all such matters shall not, in and of itself, make such Defaulting Lender a non-Defaulting Lender for purposes of this Agreement.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders, the Supermajority Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Protective Advance Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or the Protective Advance Exposure (other than any part of the portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(b)) and LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.05(d) and 2.05(f)) of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Exposures after giving effect to such reallocation does not, as to any nonwould not exceed the sum of all Non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent cash collateralize for (A) first, prepay the benefit portion of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Protective Advance Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize in accordance with the procedures set forth in Section 2.19(j2.05(i) for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated for so long as such LC Exposure is outstanding;
(iii) if the a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the such Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, (i) no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the a Borrower in accordance with Section 2.17(c), 2.19(c) and LC Exposure related to (ii) participating interests in any newly issued made Protective Advance or increased in any such issued, amended, renewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (iiy) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the a Borrower or such Revolving Lender, Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Company and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Protective Advance Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (GoPro, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such no Defaulting Lender as provided in shall be entitled to receive any fee payable under Section 2.09(a2.12(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender);
(b) the Commitment Commitment, the Revolving Credit Exposure and Exposure the aggregate principal amount of outstanding Competitive Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0210.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or the Swingline Exposure (other than any part portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(c) and, in the case of any Defaulting Lender that is a Swingline Lender, other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(e) and 2.06(f)) shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (A) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such reallocation Defaulting Lender’s Swingline Exposure and LC Exposure (in each case, excluding the portion thereof referred to above) does notnot exceed the sum of all Non-Defaulting Lenders’ Commitments and (B) after giving effect thereto, as to the Revolving Credit Exposure of any nonNon-Defaulting Lender shall not exceed the Commitment of such Non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated as set forth in such clause and (B) second, cash collateralize for the benefit of the Issuing Banks only Lenders the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated as set forth in such clause in accordance with the procedures set forth in Section 2.19(j2.06(l) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the participation fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation;
(v) [reserved]; and
(vvi) if all or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank Lender or any other Lender hereunder, and all letter of credit participation fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s portion of its LC Exposure Exposure, shall be payable to the Issuing Bank Lenders (and allocated among them ratably based on the amount of such portion of the LC Exposure of such Defaulting Lender attributable to Letters of Credit issued by each Issuing Lender) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank Lender shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c)clause (c) above, and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, renewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(iclause (c)(i) above (and such Defaulting Lender shall not participate therein).
(i) . In the event that a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent of any Lender shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditcontinue, no Swingline Lender shall be required to fund any Swingline Loan, and no Issuing Bank Lender shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Swingline Lender or such Issuing Bank Lender, as the case may be, shall have entered into arrangements (including arrangements referred to in clause (c) above, treating such Lender as if it were a Defaulting Lender (with each Lender hereby agreeing to such arrangements)) with the Borrower Borrowers or such Revolving Lender, the applicable Lender satisfactory to such Swingline Lender or such Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Parent Borrower, each Swingline Lender and each Issuing Bank agrees Lender each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par (plus pay any break funding amounts, determined in accordance with Section 2.16, to the extent such purchase occurs on a date other than on the last day of the Interest Period applicable to thereto) such of the Syndicated Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Dillards Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees Any commitment fees or ticking fees provided for in the applicable Term Loan Supplement shall cease to accrue on the unused amount any unfunded portion of the Revolving Class Commitment of such Defaulting Lender as provided in Section 2.09(a);Lender.
(b) the The Commitment and the Exposure of such Defaulting Lender shall not be included in determining whether the Required all Lenders or any other requisite the Majority Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0212.1); provided that but any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all Lenders affected thereby shallpursuant to Section 12.1 (other than Section 12.1(D)), except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender (which for the avoidance of doubt would include any change to the Maturity Date(s) of any Class of Loans for which applicable to such Defaulting Lender is a Lender, decreasing or forgiving any principal or interest due to such Defaulting Lender, any decrease of any interest rate applicable to Loans made by such Defaulting Lender (other than the waiving of post-default interest rates) and any increase in such Defaulting Lender’s Class Commitment).
(c) If, in its discretion, the Borrower gives written notice to the Term Agent that a Defaulting Lender is no longer a Defaulting Lender, the Term Agent will so notify the other Lenders, whereupon, as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the applicable Class(es) of the other Lenders or take such other actions as the Term Agent may determine (which determination shall be conclusive absent manifest error) to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does notClass Commitments, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of whereupon such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender will cease to be a Defaulting Lender, then the LC Exposure ; but no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Revolving Lenders shall be readjusted Borrower while that Lender was a Defaulting Lender; provided, further that, except to reflect the inclusion extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Commitment having been a Defaulting Lender.
(d) Any payment of principal, interest, fees or other amounts received by the Term Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise), shall be applied as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Term Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and on fifth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; but if such date such Lender shall purchase at par such payment is a payment of the principal amount of any Loans, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis before being applied in the manner set forth in this Section 2.5(d). Any payments, prepayments or other Lenders as the Administrative Agent amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall determine may be necessary in order for such deemed paid to and redirected by that Defaulting Lender, and each Lender to hold such Loans in accordance with its Applicable Percentageirrevocably consents hereto.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(ai) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.3 [Commitment Fees];
(bii) the Commitment and Exposure outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.1 [Modifications, Amendments or Waivers]); provided provided, that any this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with pursuant to the terms hereofof this Agreement;
(ciii) if any LC Exposure exists Swing Loans are outstanding or any Letter of Credit Obligations exist at the time a Revolving such Lender becomes a Defaulting Lender Lender, then:
(ia) all or any part of the LC Exposure outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Ratable Shares but only to the extent that such reallocation (x) the Revolving Facility Usage does not, as to any not exceed the total of all non-Defaulting LenderLenders' Revolving Credit Commitments, cause and (y) no Potential Default or Event of Default has occurred and is continuing at such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitmenttime;
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Banks only Lender the Borrower’s 's obligations corresponding to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with a deposit account held at the procedures set forth in Section 2.19(j) Administrative Agent for so long as such LC Exposure is Letter of Credit Obligations are outstanding;
(iiic) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations pursuant to clause (iib) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations during the period such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are cash collateralized;
(ivd) if the LC Exposure Letter of Credit Obligations of the non-Defaulting Lenders is are reallocated pursuant to clause (ia) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages' Ratable Share; and
(ve) if all or any portion of such Defaulting Lender’s LC Exposure is 's Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (ia) or (iib) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all letter Letter of credit fees Credit Fees payable under Section 2.09(c) 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s LC Exposure 's Letter of Credit Obligations shall be payable to the Issuing Bank Lender (and not to such Defaulting Lender) until and to the extent that such LC Exposure is Letter of Credit Obligations are reallocated and/or cash collateralized; and
(div) so long as a Revolving such Lender is a Defaulting Lender, no PNC shall not be required to fund any Swing Loans and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it the Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s 's then outstanding LC Exposure Letter of Credit Obligations will be one hundred percent (100% %) covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.10(iii), and LC Exposure related to participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(iii)(a) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent company of any Lender shall occur following the date hereof and for so long as such event shall continue continue, or (ii) any PNC or the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no PNC shall not be required to fund any Swing Loan and the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such PNC or the Issuing Bank Lender, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such PNC or the Issuing Bank Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, PNC and each the Issuing Bank agrees Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Administrative Agent will so notify the parties hereto, and the Ratable Share of the Revolving Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment 's Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageRatable Share.
Appears in 1 contract
Samples: Credit Agreement (Black Box Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Protective Advance Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or the Protective Advance Exposure (other than any part of the portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(b)) and LC Exposure (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(d) and 2.05(f)) of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Exposures after giving effect to such reallocation does not, as to any nonwould not exceed the sum of all Non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Protective Advance Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.05(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, (i) no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.19(c), and LC Exposure related to (ii) participating interests in any newly issued made Protective Advance and in any such issued, amended, reviewed or increased extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof Original Effective Date and for so long as such event Bankruptcy Event shall continue or (iiy) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Protective Advance Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders directly affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments and (y) no Default has occurred and is continuing at such time;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the each Issuing Banks Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.06(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the relevant Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.23(c), and LC Exposure related to participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.23(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the relevant Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (NetApp, Inc.)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.10(a);
(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Lenders’ Revolving Exposures plus such non-Defaulting Lender’s Revolving LC Exposure after giving effect to such reallocation would not exceed its Revolving Commitmentthe sum of all Non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day Day, following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks only Bank the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.04(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.10(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.10(a) and Section 2.09(c2.10(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless unless, in each case, it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.18(c), and LC Exposure related to participating interests in any newly issued such issued, amended, renewed or increased extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.18(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event shall continue or (iiy) any the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such the Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, the applicable Lender satisfactory to such the Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each the Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Shutterfly Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender, all Lenders or all Lenders each affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender, cause such ’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one three Business Day Days following notice by the Administrative Facility Agent cash collateralize (x) first, prepay Swingline Loans in an amount equal to such Defaulting Lender’s Swingline Exposure (or such portion thereof as shall remain after giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, Cash Collateralize for the benefit of the Issuing Banks Bank only the BorrowerCompany’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralizedCash Collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.11(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and;
(d) the Company may, upon at least three Business Days’ notice to such Defaulting Lender (with a copy to the Facility Agent), elect from time to time to irrevocably terminate, in whole or in part, the unused portion of the Commitment of such Defaulting Lender. Such termination shall be effective, with respect to the applicable portion of such Defaulting Lender’s then existing unused Commitment, on the date set forth in such notice (provided, however, that such date shall be no earlier than three Business Days after such notice) and with respect to the applicable portion of any unused Commitment thereafter arising, on the later of the date set forth in such notice and the date on which such unused Commitment first arises (and no commitment fee will be payable in respect of such portion of such unused Commitment terminated on the date it arises). Upon termination of any portion of the Defaulting Lender’s unused Commitments under this paragraph, the Company shall pay or cause to be paid all accrued commitment fees payable to such Defaulting Lender and all other amounts due and payable to such Defaulting Lender hereunder in respect of such portion of the Defaulting Lender’s unused Commitment. Upon such payments, the obligations of such Defaulting Lender hereunder with respect to such portion of such unused Commitment which has been terminated shall, by the provisions hereof, be released and discharged; provided, however, that such Defaulting Lender’s rights and obligations provided in Section 9.03 with respect to such portion of such unused Commitment which has been terminated shall survive such release and discharge as to matters occurring prior to such date;
(e) so long as a Revolving such Lender is a Defaulting Lender, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c)paragraph (c) of this Section, and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with paragraph (c)(i) of this Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
. If (a) (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving parent entity of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend creditcredit and (b) the Swingline Lender or the Issuing Bank notifies the Company that in its judgment there is a material risk that such Lender will not perform its obligation to fund its participation in any Swingline Exposure or LC Exposure, no the Swingline Lender shall not be required to fund any Swingline Loan or the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower Company or such Revolving Lender, satisfactory to such the Swingline Lender or the Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative AgentAgents, the Borrower Company, the Swingline Lender and each the Issuing Bank agrees all agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposures and LC Exposure Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment (to the extent such Commitment shall not have been terminated as provided in clause (d) above) and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Facility Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Pall Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)2.5;
(b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.028.2); , provided that any amendmentwaiver, waiver amendment or other modification requiring the consent of all Lenders or all each affected Lender that affects such Defaulting Lender differently than other affected Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any Swing Line Loans shall be outstanding or any LC Exposure exists Obligations exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the unfunded participations in and commitments with respect to such Swing Line Loans or LC Exposure of such Defaulting Lender Obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lender, cause Lenders’ Outstanding Credit Exposure plus such Defaulting Lenders’ Loans and participations in and commitments with respect to Loans and Facility LCs does not exceed the total of all non-Defaulting Lender’s Revolving Exposure Commitments and (y) the conditions set forth in Article IV are satisfied at such time; provided, that the Standby LC Fees payable to exceed its Revolving Commitmentthe Lenders shall be determined taking into account any such reallocation;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay the Defaulting Lender’s Revolving Percentage of the outstanding Swing Line Loans that were not reallocated and (y) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s Pro Rata Share of the LC Exposure Obligations in accordance with the procedures set forth in Section 2.19(j) 8.1 for so long as such Facility LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Facility LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.19(d) with respect to such Defaulting Lender’s Facility LC Exposure during the period such Defaulting Lender’s Facility LC Exposure is cash collateralized;collateralized by the Borrower; and
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s Facility LC Exposure is neither reallocated nor not cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the applicable LC Issuer(s) or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c2.19(d) with respect to such Defaulting Lender’s Facility LC Exposure that have been reallocated to the other Lenders (and, for clarification, not any portion that has been cash collateralized) shall be payable to the Issuing Bank until non-defaulting Lenders and the applicable LC Issuer(s) (to the extent that not reallocated to the non-defaulting Lenders) until such Facility LC Exposure is reallocated and/or cash collateralized; and;
(d) so long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank LC Issuer shall be required to issue, amend issue or increase Modify any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued 2.22(c) or increased Letter of Credit shall will be allocated among to non-Defaulting defaulting Lenders in a manner consistent accordance with Section 2.17(c)(i2.22(c); and
(e) (and any amount payable to such Defaulting Lender shall not participate therein).
hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 11.2 but excluding Section 2.20) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as are determined by the Administrative Agent (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Administrative Agent hereunder, (ii) second, pro rata, to the payment of any Issuing Bank has a good faith belief that amounts owing by such Defaulting Lender to the LC Issuers or Swing Line Lender hereunder, (iii) third, to the funding of any Revolving Lender has defaulted Loan or the funding or cash collateralization of any participating interest in fulfilling its obligations under one any Swing Line Loan or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it Facility LC in respect of which such Defaulting Lender hereunder. In the event that each of has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender(iv) fourth, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vi) sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of draws under Facility LCs with respect to which the applicable LC Issuer(s) has funded its participation obligations, such payment shall determine may be necessary in order for such Lender applied solely to hold such prepay the Loans in accordance with its Applicable Percentageof, and Reimbursement Obligations owed to, all Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Facility Fees shall cease to accrue pursuant to Section 2.11(a) on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a)excess of the Revolving Credit Exposure of such Defaulting Lender;
(b) the Commitment Commitments, LC Exposure and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.02); , provided that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the such LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only (x) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving CommitmentCommitment and (y) the conditions set forth in Section 4.02 are satisfied at such time;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall shall, within one two Business Day Days following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; andor
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized nor reallocated pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Banks or any other Lender hereunder, all Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks until and to the extent that such LC Exposure is reallocated cash collateralized and/or cash collateralizedreallocated; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.21(c), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.21(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a reasonable good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no then such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank Bank, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePercentage (as determined prior to such Lender becoming a Defaulted Lender but after giving effect to any Commitment reductions or increases in accordance with the terms hereof).
Appears in 1 contract
Samples: Credit Agreement (KEMPER Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees the Facility Fee shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Commitment and Exposure Commitment, Revolving Credit Exposure, and, if applicable, Competitive Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, shall require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or the Swingline Exposure (other than any part portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.05(c) and, in the case of any Defaulting Lender that is a Swingline Lender, other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(d) and 2.06(e)) shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (A) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure (in each case, excluding the portion thereof referred to above) does not exceed the sum of all Non-Defaulting Lenders’ Commitments and (B) such reallocation does not, as to not result in the Revolving Credit Exposure of any nonNon-Defaulting Lender, cause Lender exceeding such nonNon-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure (other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.06(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees LC Participation Fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees LC Participation Fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance to give effect to such reallocation;
(v) if all or any portion of such Defaulting Lender’s Swingline Exposure is neither reallocated nor reduced pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Swingline Lender or any other Lender hereunder, all Facility Fees that otherwise would have been payable pursuant to Section 2.12(a) to such Defaulting Lender (solely with respect to the portion of such non-Defaulting Lenders’ Applicable PercentagesLender’s Commitment utilized by such Swingline Exposure) shall be payable to the Swingline Lenders (and allocated among them ratably based on the amount of such Defaulting Lender’s Swingline Exposure attributable to Swingline Loans made by each Swingline Lender) until and to the extent that such Swingline Exposure is reallocated and/or reduced to zero; and
(vvi) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter Facility Fees that otherwise would have been payable pursuant to Section 2.12(a) to such Defaulting Lender (solely with respect to the portion of credit fees such Defaulting Lender’s Commitment utilized by such LC Exposure) and LC Participation Fees payable under pursuant to Section 2.09(c2.12(b) to such Defaulting Lender with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless it is satisfied that unless, in each case, the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% fully covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c2.21(c), and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, reviewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.21(c) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and Company, each Issuing Bank agrees and each Swingline Lender each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Hess Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement Anything contained herein to the contrarycontrary notwithstanding, if in the event that any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as (i) during any Default Period with respect to such Lender is a Defaulting Lender:
, such Defaulting Lender shall be deemed not to be a “Lender,” and the amount of such Defaulting Lender’s Revolving Commitment and Revolving Loans shall be excluded for purposes of voting, and the calculation of voting, on any matters (aincluding the granting of any consents or waivers) Commitment Fees with respect to any of the Loan Documents; (ii) to the extent permitted by applicable Legal Requirements, until such time as the Default Excess with respect to such Defaulting Lender shall cease have been reduced to accrue on the unused amount zero, any voluntary prepayment of the Revolving Commitment Loans pursuant to Section 2.10(a) shall, if Borrower or Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans and the Revolving Exposure of other Lenders in accordance with Section 2.10(c) as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender as provided in Section 2.09(a);
were zero; (biii) the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, LC Exposure and Bank Guarantee Exposure shall be excluded for purposes of calculating the Commitment Fee payable to Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or entitled to receive any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification Commitment Fee pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.19(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.05(a) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted Revolving Commitment in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies respect of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) Default Period with respect to such Defaulting Lender’s LC ; (iv) the Revolving Exposure of all Lenders as at any date of determination shall be payable to calculated as if the Issuing Bank until non-Defaulting Lenders had funded, pro rata based on their respective Revolving Commitments, all Defaulted Revolving Loans of such Defaulting Lender; and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(dv) so long as a Revolving any Lender is a Defaulting Lender, no (I) the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that Credit and (II) the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender Guarantee Bank shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of CreditBank Guarantee, unless such the Issuing Bank shall have entered into arrangements with or the Guarantee Bank, as the case may be, is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by Borrower or such Revolving Lender, in a manner reasonably satisfactory to such the Issuing Bank to defease any risk to it in respect of such Lender hereunderor the Guarantee Bank, as the case may be (and Defaulting Lenders shall not participate therein). In the event that each of the Administrative Agent, Borrower, the Borrower and each Issuing Bank agrees and the Guarantee Bank agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Revolving Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and (x) on such date date, such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Applicable Percentage.Revolving Commitment and
Appears in 1 contract
Samples: Credit Agreement
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)3.3.1;
(b) in the Commitment and Exposure of event that such Defaulting Lender shall not fail to respond to any request for any waiver, consent, amendment or modification requested hereunder within twenty (20) days of written request from the Administrative Agent, such Defaulting Lender shall be included in deemed to have consented or agreed to such requested waiver, consent, amendment or modification, as the case may be, for purposes of determining whether the Required Lenders or any other requisite all Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0210.1); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists Letter of Credit Outstandings exist at the time a Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure such Letter of Credit Outstandings of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any nona result thereof (x) the sum of all Non-Defaulting Lenders’ Credit Exposure plus such Defaulting Lender’s Letter of Credit Outstandings would not exceed an amount equal to the Non-Defaulting Lenders’ Percentage of the lesser of (A) the existing Loan Commitment Amount or (B) the Borrowing Base then in effect, cause such non(y) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s Letter of Credit Outstandings would not exceed an amount equal to exceed its Revolving Commitment;such Non-Defaulting Lender’s Percentage of the lesser of (A) the existing Loan Commitment Amount or (B) the Borrowing Base then in effect and (z) the conditions set forth in Section 5.2 are satisfied at such time; and
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to Cash Collateralize such Defaulting Lender’s LC Exposure Letter of Credit Outstandings (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.6.4(b) for so long as such LC Exposure is Letter of Credit Outstandings are outstanding;; and
(iii) if the Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Outstandings pursuant to clause (ii) abovethis Section 2.10(c), the Borrower shall not be required to pay any fees to in respect of the interest of such Defaulting Lender pursuant to Section 2.09(c) 3.3.4 with respect to such Defaulting Lender’s LC Exposure Letter of Credit Outstandings during the period such Defaulting Lender’s LC Exposure is cash collateralized;Letter of Credit Outstandings are Cash Collateralized; and
(iv) if the LC Exposure Letter of Credit Outstandings of the nonNon-Defaulting Lenders is are reallocated pursuant to clause (i) abovethis Section 2.10(c), then the fees payable to the Lenders pursuant to Section 2.09(a) 3.3.1 and Section 2.09(c) 3.3.4 shall be adjusted to give effect to such reallocations in accordance with such nonNon-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and;
(d) so long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank Issuer shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower Cash Collateralized in accordance with this Section 2.17(c2.10(c) (and, if applicable, Section 2.6.4), and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among nonNon-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.10(c)(i) (and such Defaulting Lender Lenders shall not participate therein).; and
(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 4.8) shall, in lieu of being distributed to such Defaulting Lender, subject to any applicable requirements of law, be applied (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Administrative Agent hereunder, (ii) second, pro rata, to the payment of any Issuing Bank has a good faith belief that amounts then owing by such Defaulting Lender to any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory Issuer or Swing Line Lender hereunder, and (iii) third, to such Issuing Bank to defease any risk to it in respect Defaulting Lender or as otherwise directed by a court of such Lender hereundercompetent jurisdiction. In the event that each of the Administrative Agent, the Borrower Borrower, the Swing Line Lender and the Issuers each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Credit Exposure of the Revolving Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in accordance with its Applicable Percentageapplicable Percentage after giving effect to such reallocation; provided that notwithstanding the foregoing, the Borrower must comply with Section 2.6.4.
Appears in 1 contract
Samples: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount portion of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.08(a);
(b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.029.05); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders each Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure Letter of Credit Liabilities exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part so long as no Default has occurred and is continuing, the Letter of the LC Exposure Credit Liabilities of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of each such reallocation does not, as to any non-Defaulting Lender, cause such nonNon-Defaulting Lender’s Revolving Exposure Loans plus such Non-Defaulting Lender’s Letter of Credit Liabilities (after giving effect to such reallocation) would not exceed its Revolving the total of such Non-Defaulting Lender’s Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the each Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize Cash Collateralize for the benefit of the Issuing Banks Lender only the such Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with Letter of Credit Liabilities (after giving effect to any partial reallocation pursuant to clause (i) above and only to the procedures set forth in extent such Defaulting Lender’s Letter of Credit Liabilities have not been Cash Collateralized pursuant to Section 2.19(j2.20(e)) for so long as such LC Exposure is Letter of Credit Liabilities are outstanding;
(iii) if the a Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure Letter of Credit Liabilities pursuant to clause (ii) above, the such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.08(b) with respect to such Defaulting Lender’s LC Exposure Letter of Credit Liabilities during the period such Defaulting Lender’s LC Exposure is cash collateralizedLetter of Credit Liabilities are Cash Collateralized;
(iv) if To the LC Exposure extent such Defaulting Lender’s Letter of Credit Liabilities are reallocated to the nonNon-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Non-Defaulting Lenders pursuant to Section 2.09(a2.08(a) and Section 2.09(c2.08(b) shall be adjusted in accordance with such nonNon-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure Letter of Credit Liabilities is neither reallocated nor cash collateralized Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank Lender or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such Letter of Credit Liabilities) and letter of credit fees payable under Section 2.09(c2.08(b) with respect to such Defaulting Lender’s LC Exposure Letter of Credit Liabilities shall be payable to the Issuing Bank Lenders until and to the extent that such LC Exposure Letter of Credit Liabilities is reallocated and/or cash collateralizedCash Collateralized; and
(dvi) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank Lender shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Letter of Credit Liabilities will be 100% covered by the Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower Cash Collateralized in accordance with Section 2.17(c2.20(c)(ii), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.20(c)(i) (and such Defaulting Lender shall not participate therein).
(id) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees Lender agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure Letter of Credit Liabilities of the Revolving Lenders shall be readjusted to reflect the inclusion of such LenderXxxxxx’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
(e) Any payment of principal, interest, or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lenders’ Letter of Credit Liabilities with respect to such Defaulting Lender in accordance with Section 2.20(c); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Lenders’ future Letter of Credit Liabilities with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.20(c); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(e) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Consolidated Edison Co of New York Inc)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.05(j) for so long as such LC Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.11(a) and Section 2.09(c(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.19(c), and LC Exposure related to participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such the Swingline Lender or the Issuing Bank Bank, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such the Swingline Lender or the Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Swingline Lender and each the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Mallinckrodt PLC)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a)pursuant to Sections 4.5 and 4.6;
(b) the aggregate Commitment and Exposure (or, after the termination of the Commitment, the Loans) of such Defaulting Lender shall not be included in determining whether the all Lenders, Required Lenders or any other requisite affected Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, amendment or waiver or other modification pursuant to Section 9.0217.9); provided that that, (i) the principal amount of, or rate of interest on, any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require Loan made by such Defaulting Lender may not be reduced without the consent of such Defaulting Lender, (ii) the payment dates of any Loans made by such Defaulting Lender in accordance with may not be changed without the terms hereof;consent of such Defaulting Lender, and (iii) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender.
(c) if If any LC Exposure exists amount under Section 2.5(a) shall be due and owing at the time a Revolving Lender becomes a Defaulting Lender then:
Lender, then (i) all or any part of the LC Exposure of such Defaulting Lender amount shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Commitment Percentages, but only to the extent that such reallocation does not, as to not cause the aggregate Loans and Letter of Credit Obligations of any non-Defaulting Lender, cause Lender to exceed such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;
Commitment and provided no Event of Default has occurred and is continuing and (ii) if the reallocation described in clause (ic)(i) above cannot, or can only partially, not be fully effected, (x) the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender and (y) if such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall within one immediately (but in no event later than two (2) Business Day following notice Days after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and Borrower (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent cash collateralize for to Borrower to the benefit of date such corresponding amount is recovered by the Issuing Banks only the Borrower’s obligations corresponding Agent, at a rate per annum equal to either (A) if paid by such Defaulting Lender’s LC Exposure , the overnight Federal Funds Rate or (B) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 3.1, plus (ii) in each case, an amount equal to any costs (including legal expenses) and losses incurred as a result of the procedures set forth failure of such Defaulting Lender to provide such amount as provided in Section 2.19(jthis Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by Borrower under clauses (i)(B) for so long as such LC Exposure is outstanding;
and (iiiii) if the Borrower cash collateralizes any portion above on account of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; anddefault.
(d) so So long as a Revolving any Lender is a Defaulting Lender, no the Swingline Bank shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or or cash collateral will be provided by the Borrower in accordance with Section 2.17(c)Borrower, and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated proportionately among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and such Defaulting Lender Lenders shall not participate therein).
(e) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender shall be applied at such time or times as may be determined by the Agent as follows: (i) a Bankruptcy Event or a Bail-In Action with respect first, to a Revolving the payment of any amounts owing by such Defaulting Lender shall occur following to the date hereof and for so long as such event shall continue or Agent hereunder, (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank has a good faith belief that Lender or to the Swingline Bank, (iii) third, if so determined by the Agent or requested by an Issuing Lender or the Swingline Bank, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Revolving Lender has defaulted existing or future participating interest in fulfilling its obligations under one any Swingline Loan or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless (iv) fourth, as the Borrower may request and so long as no Event of Default exists, to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion as required by this Agreement, as determined by the Agent, (v) fifth, if so determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund future Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank or the Swingline Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank shall have entered into arrangements with or the Swingline Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Borrower or as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Revolving Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, satisfactory and (viii) eighth, to such Issuing Bank Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, with respect to defease any risk to it in respect of clause (viii), if such Lender hereunder. In the event that each payment is (x) a prepayment of the Administrative Agent, the Borrower and each Issuing Bank agrees that principal amount of any Loans which a Defaulting Lender has adequately remedied funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.2(b) are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all matters that caused such Lender non-Defaulting Lenders pro rata prior to be a being applied to the prepayment of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Hersha Hospitality Trust)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) Commitment Fees commitment fees shall cease to accrue on the unused amount of the unused Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a);
(b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofLender;
(c) if any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender Lender, then:
(i) all or any part if no Event of Default shall have existed at the time such Lender became a Defaulting Lender, then the LC Exposure of such Defaulting Lender shall be reallocated among the nonNon-Defaulting Lenders ratably in accordance with their respective Applicable Percentages Percentages, but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting Lender, cause Lenders’ Revolving Credit Exposures plus such non-Defaulting Lender’s LC Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolving Exposure to exceed its Revolving Commitment;Commitments; and
(ii) if clause (i) shall not be applicable as a result of the existence of an Event of Default, or if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j2.07(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such portion of such Defaulting Lender’s cash collateralized LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-Defaulting Lenders Lender is reallocated pursuant to this clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(aSections 2.12(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentages; andreallocation;
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized nor reallocated pursuant to this clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the applicable Issuing Bank or any other Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment utilized by such LC Exposure) and all letter of credit fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated cash collateralized and/or cash collateralizedreallocated; and
(d) so long as a Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend amend, renew or increase any Letter of Credit, Credit unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.17(c)paragraph (c) of this Section, and LC Exposure related to participating interests in any such newly issued issued, amended, reviewed or increased extended Letter of Credit shall will be allocated among nonNon-Defaulting Lenders in a manner consistent with paragraph (c)(i) of this Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (iiy) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower Company or such Revolving Lender, Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Revolving Lender hereunder; it being understood and agreed that any Revolving Lender that is a Subsidiary of such Lender Parent or otherwise the Revolving Lender to which the Issuing Bank is referring in clause (y) hereof shall not, solely as a result of the determination made in clause (x) or (y) hereof, be deemed a Defaulting Lender. In the event that each of the Administrative Agent, the Borrower Company and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Samples: Credit Agreement (Convergys Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Credit Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a)3.04(b) hereto;
(b) the Commitment Commitments and Exposure Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02)10.04; provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Commitment Proportion but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender, cause such ’s LC Exposure does not exceed the total of all non-Defaulting Lender’s Lenders’ Revolving Exposure to exceed its Revolving CommitmentCredit Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Companies shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks Lender only the Borrower’s Companies’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) 8.01 for so long as such LC Exposure is outstanding;
(iii) if the Borrower Companies cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Companies shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c3.04(c) or (d) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c3.04(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesCommitment Proportion; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any the Issuing Bank Lender or any other Lender hereunder, all unused fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and and letter of credit fees payable, each payable under pursuant to Section 2.09(c) 3.04 above with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Lender until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower Companies in accordance with Section 2.17(c3.12(c), and LC Exposure related to participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i3.12(c)(i) (and such Defaulting Lender shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any the Issuing Bank Lender has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no the Issuing Bank Lender shall not be required to issue, amend or increase any Letter of Credit, unless such the Issuing Bank Lender shall have entered into arrangements with the Borrower Companies or such Revolving Lender, satisfactory to such the Issuing Bank Lender to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Companies and the Issuing Lender each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentageCommitment Proportion.
Appears in 1 contract
Samples: Credit Agreement (Aceto Corp)
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees facility fees shall cease continue to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.12(a) only to the extent of the Revolving Credit Exposure of such Defaulting Lender (excluding any portion thereof constituting Swingline Exposure or LC Exposure of such Defaulting Lender that is subject to reallocation under clause (c)(i) below);
(b) the Revolving Commitment and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0210.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0210.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any Swingline Exposure or LC Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or the Swingline Exposure (other than any part of the portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)) and LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.05(e) and 2.05(f)) shall be reallocated among the nonNon-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non(x) the sum of all Non-Defaulting Lender, cause Lenders’ Revolving Credit Exposures plus such non-Defaulting Lender’s Swingline Exposure and LC Exposure (in each case, excluding the portion thereof referred to above) does not exceed the sum of all Non-Defaulting Lenders’ Revolving Commitments and (y) each Non-Defaulting Lenders’ Revolving Credit Exposure to does not exceed its Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Borrowers shall within one Business Day following notice by the Administrative Agent or an Issuing Bank (provided that such Issuing Bank shall immediately also notify the Administrative Agent) (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated as set forth in such clause and (B) second, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to portion of such Defaulting Lender’s LC Exposure that has not been reallocated as set forth in such clause in accordance with the procedures set forth in Section 2.19(j2.05(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Borrowers cash collateralizes collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Borrowers shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.12(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentages; andreallocation;
(v) if all or any portion of such Defaulting Lender’s Swingline Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor reduced pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Swingline Lender or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender with respect to such portion of its Swingline Exposure shall be payable to the Swingline Lender until and to the extent that such Swingline Exposure is reallocated and/or reduced to zero; and
(vi) if all or any portion of such Defaulting Lender’s LC Exposure that is subject to reallocation pursuant to clause (i) above is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter facility fees that otherwise would have been payable to such Defaulting Lender with respect to such portion of credit its LC Exposure, and all participation fees payable under Section 2.09(c2.12(b) with respect to such Defaulting Lender’s portion of its LC Exposure Exposure, shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such portion of the LC Exposure of such Defaulting Lender attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure Exposure, as applicable, will be 100% fully covered by the Revolving Commitments of the nonNon-Defaulting Lenders and/or cash collateral will be provided by the Borrower Borrowers in accordance with Section 2.17(c)clause (c) above, and LC Exposure related to participating interests in any newly issued such funded Swingline Loan or increased in any such issued, amended, renewed or extended Letter of Credit shall will be allocated among nonthe Non-Defaulting Lenders in a manner consistent with Section 2.17(c)(iclause (c)(i) above (and such Defaulting Lender shall not participate therein).
(e) In the event that (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank Bank, as the case may be, shall have entered into arrangements with the applicable Borrower or such Revolving Lender, Lender satisfactory to the Swingline Lender or such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. .
(f) In the event that each of the Administrative Agent, the Borrower Company the Swingline Lender and each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such LenderXxxxxx’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment 2.6.1 Fees shall cease to accrue on the unused amount unfunded portion of the Revolving Commitment of such Defaulting Lender as provided in Section 2.09(a);
(b) the Commitment and Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof5.1;
(c) if 2.6.2 If any LC Exposure exists or Letters of Credit are outstanding at the time a Revolving Lender becomes a Defaulting Lender then:
(ia) all or any part of the LC Exposure Defaulting Lender’s obligation to participate in Letters of such Defaulting Lender Credit shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares as determined pursuant to clause (a) of the definition of “Pro Rata Share” but only to the extent that such reallocation does not, as to any (x) the sum of all non-Defaulting Lenders’ Revolving Outstandings plus such Defaulting Lender, cause such ’s obligation to participate in Letters of Credit does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment;Lenders’ Commitments and (y) the conditions set forth in Section 12.2 are satisfied at such time; and
(iib) if the reallocation described in clause (ia) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to Cash Collateralize such Defaulting Lender’s LC Exposure obligation to participate in Letters of Credit (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with the procedures set forth in Section 2.19(j) 2.3.1 for so long as such LC Exposure obligation to participate in Letters of Credit is outstanding;
(iiic) if the Borrower cash collateralizes Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure obligation to participate in Letters of Credit pursuant to clause (ii) aboveSection 2.6.2, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(c) 5.2 with respect to such Defaulting Lender’s LC Exposure obligation to participate in Letters of Credit during the period such Defaulting Lender’s LC Exposure obligation to participate in Letters of Credit is cash collateralizedCash Collateralized;
(ivd) if the LC Exposure obligation to participate in Letters of Credit of the non-Defaulting Lenders is reallocated pursuant to clause (i) aboveSection 2.6.2, then the fees payable to the Lenders pursuant to Section 2.09(a) 5.1 and Section 2.09(c) 5.2 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
Pro Rata Shares (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized as determined pursuant to clause (ia) or of the definition of “Pro Rata Share”); or
(iie) aboveif any Defaulting Lender’s obligation to participate in Letters of Credit is neither Cash Collateralized nor reallocated pursuant to Section 2.6.2, then, without prejudice to any rights or remedies of any Issuing Bank Lender or any other Lender hereunder, all letter of credit fees payable under Section 2.09(c) 5.2 with respect to such Defaulting Lender’s LC Exposure obligation to participate in Letters of Credit shall be payable to the applicable Issuing Bank Lender until and such obligation to the extent that such LC Exposure participate in Letters of Credit is reallocated cash collateralized and/or cash collateralizedreallocated; and
(d) so 2.6.3 So long as a Revolving any Lender is a Defaulting Lender, no Issuing Bank Lender shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c)2.6.2, and LC Exposure related to participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.6.2(a) (and such Defaulting Lender Lenders shall not participate therein).
(i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder. 2.6.4 In the event that each of the Administrative Agent, Borrower, and the Borrower and applicable Issuing Lender(s) each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure obligations to participate in Letters of Credit of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePro Rata Share (as determined pursuant to clause (a) of the definition of “Pro Rata Share”).
2.6.5 Any amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 7.5 but excluding Section 8.7(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuer Lender(s), (iii) third, to the funding of any Revolving Loan or the funding or cash collateralization of any participating interest in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent, (iv) fourth, if so determined by Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of draws under Letters of Credit with respect to which the Issuing Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 12.2 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all Revolving Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.
2.6.6 No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver, consent or any other action the Lenders or the Required Lenders have taken or may take hereunder (including any consent to any amendment or waiver pursuant to Section 15.1), provided that any waiver, amendment or modification requiring the consent of all Lenders or each directly affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.6(a);
(b) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.028.2); provided provided, that any this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders such Lender or all Lenders each Lender affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereofthereby;
(c) if any Swing Line Loan Exposure or Facility LC Credit Exposure exists at the time a Revolving such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swing Line Loan Exposure and LC Exposure Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages Pro Rata Shares but only to the extent that such reallocation does not, as to any the sum of all non-Defaulting Lenders’ Outstanding Credit Exposures plus such Defaulting Lender, cause such ’s Swing Line Loan Exposure and LC Obligations does not exceed the total of all non-Defaulting Lender’s Revolving Exposure to exceed its Revolving CommitmentLenders’ Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one three Business Day Days following notice by the Administrative Agent (x) first, prepay such Swing Line Loan Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks LC Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.19(j) 2.20.11 for so long as such LC Exposure Obligations is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees the LC Fee to such Defaulting Lender pursuant to the first sentence of Section 2.09(c) 2.20.4 with respect to such Defaulting Lender’s LC Exposure Obligations during the period such Defaulting Lender’s LC Exposure Obligations is cash collateralized;
(iv) if the LC Exposure Obligations of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a2.5(a) and Section 2.09(c2.15.6(ii) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable PercentagesPro Rata Shares; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure Obligations is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank the LC Issuer or any other Lender hereunder, all letter of credit fees LC Fees payable under to the first sentence of Section 2.09(c) 2.20.4 with respect to such Defaulting Lender’s LC Exposure Obligations shall be payable to the Issuing Bank LC Issuer until and to the extent that such LC Exposure Obligations is reallocated and/or cash collateralized; and
(d) and so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank the Administrative Agent shall not be required to fund any Swing Line Loan and the LC Issuer shall not be required to issue, amend or increase any Letter of CreditFacility LC, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure Obligations will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c2.23(c), and LC Exposure related to participating interests in any newly made Swing Line Loan or any newly issued or increased Letter of Credit Facility LC shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.23(c)(i) (and such Defaulting Lender shall not participate therein).
. If (i) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank the Administrative Agent or the LC Issuer has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank the Administrative Agent shall not be required to fund any Swing Line Loan and the LC Issuer shall not be required to issue, amend or increase any Letter of CreditFacility LC, unless such Issuing Bank the Administrative Agent or the LC Issuer, as the case may be, shall have entered into arrangements with the Borrower or such Revolving Lender, satisfactory to such Issuing Bank the Administrative Agent or the LC Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower Borrower, the Administrative Agent and the LC Issuer each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Loan Exposure and LC Exposure Obligations of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable PercentagePro Rata Share.
Appears in 1 contract
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Commitment Fees facility fees shall cease to accrue on the unused amount of the Revolving each Commitment of such Defaulting Lender as provided in pursuant to Section 2.09(a2.11(a);
(b) the Commitment Commitments and Exposure Revolving Credit Exposures of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Credit Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.0211.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.0211.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c) if any LC Exposure exists at the time a such Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of the LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.04(d) and 2.04(e)) shall be reallocated among the nonNon-Defaulting Lenders of Tranche A ratably in accordance with their respective Applicable Percentages applicable Tranche A Percentages, but only to the extent that such reallocation does not, as to any nonthe sum of all Non-Defaulting LenderLenders’ Tranche A Revolving Credit Exposures, cause plus such non-Defaulting Lender’s Revolving LC Exposure to does not exceed its Revolving Commitmentthe sum of all Non-Defaulting Lenders’ Tranche A Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower Company shall within one two Business Day Days following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only and the Borrower’s obligations corresponding to Tranche A Lenders the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.19(j2.04(i) for so long as such LC Exposure is outstanding;
(iii) if the Borrower Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower Company shall not be required to pay any participation fees to such Defaulting Lender pursuant to Section 2.09(c2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure during the period for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if any portion of the LC Exposure of the non-such Defaulting Lenders Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.09(a) and Section 2.09(c2.11(b) shall be adjusted in accordance with to give effect to such non-Defaulting Lenders’ Applicable Percentagesreallocation; and
(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit participation fees payable under Section 2.09(c2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d) so long as a Revolving such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend amend, renew or increase extend any Letter of Credit, Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% fully covered by the Commitments of the non-applicable Non Defaulting Lenders and/or cash collateral will be provided by the Borrower Company in accordance with Section 2.17(c2.19(c), and LC Exposure related to participating interests in any newly issued such issued, amended, renewed or increased extended Letter of Credit shall will be allocated among non-the applicable Non Defaulting Lenders in a manner consistent with Section 2.17(c)(i2.19(c)(i) (and such Defaulting Lender shall not participate therein).
. In the event that (ix) a Bankruptcy Event or a Bail-In Action with respect to a Revolving Lender Parent shall occur have occurred following the date hereof and for so long as such event Bankruptcy Event shall continue or (iiy) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no such Issuing Bank shall not be required to issue, amend amend, renew or increase extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower Company or such Revolving Lender, the applicable Lender satisfactory to the such Issuing Bank Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. In the event that each of the Administrative Agent, the Borrower and Company, each Issuing Bank agrees each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving applicable Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment Commitments and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable applicable Tranche A Percentage.
Appears in 1 contract
Samples: Credit Agreement (Amdocs LTD)
