No assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a written supplement to the list of “Disqualified Lenders” referred to in, the definition of “Disqualified Lender”), # such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant and # the execution by the Borrower of an Assignment and Acceptance with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply.
Disqualified Lenders. The Administrative Agent shall post the list of Disqualified Lenders provided by the Borrower and any updates thereto from time to time on Intralinks or another similar electronic system to public siders and/or private siders and/or provide such list to each Lender requesting the same. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions relating to Disqualified Lenders.
Disqualified Stock. The Company will not, and will not permit any Subsidiary to, issue or permit to remain outstanding any Disqualified Stock.
Disqualified Equity Interest. Issue any Disqualified Equity Interests.
Subordinated Indebtedness; Disqualified Stock. The Company will not, nor will it permit any Subsidiary to, make any amendment or modification to any indenture, note or other agreement evidencing or governing any subordinated Indebtedness (excluding all Intercompany Loan Party Indebtedness) or Disqualified Stock of the Company or its Subsidiaries, in any such case, in a manner adverse to the Lenders.
to any other party hereto (it being understood that in no event shall such disclosure be made to any Disqualified pursuant to this [clause (d)] but only to the extent that a list of such Disqualified Lenders is available to all Lenders),
provided that any Person that is a and subsequently becomes a Disqualified (but was not a Disqualified on the Closing Date or at the time it became a ) shall be deemed to not be a Disqualified hereunder with respect to any Loans held by it immediately prior to becoming a Disqualified . The Administrative shall make the list of Disqualified Lenders available to any or prospective upon request by such or prospective .
“Disqualified Institution” means, on any date, # those specific Persons designated by the as a “Disqualified Institution” by written notice delivered to the on or prior to the Closing Date (including any Affiliate of such designated Person clearly recognizable as an Affiliate thereof by name) and # any other Person that is a Competitor of the or any of its Subsidiaries, which Person has been designated by the as a “Disqualified Institution” by written notice to the and the Lenders (by posting such notice to the Platform) not less than three (3) Business Days prior to such date (including any Affiliate of such designated Person clearly recognizable as an Affiliate thereof by name); provided that “Disqualified Institutions” shall exclude any Person that the has designated as no longer being a “Disqualified Institution” by written notice delivered to the and the Lenders from time to time; provided further than no commercial bank nor any investment bank shall be deemed to be a Disqualified Institution.
The Administrative Agent and the Lenders shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, neither the Administrative Agent nor any Lender shall (A) be obligated to ascertain, monitor or inquire as to whether any other Lender or Participant or prospective Lender or Participant is a Disqualified Lender or # have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, by any other Person to any Disqualified Lender.
The Administrative Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent, to provide the list of Disqualified Institutions to each Lender requesting the same; provided that the Lenders shall not be restricted from participating their obligations under this Agreement (including all or a portion of their Commitments and the Loans owing to them) to Disqualified Institutions if the Administrative Agent has not posted the list of Disqualified Institutions to the Platform.
“Disqualified Lenders” means # those Persons identified by a Sponsor, Parent or Holdings to the Joint Bookrunners in writing prior to the Effective Date, # those Persons who are competitors of Holdings and its Subsidiaries identified by a Sponsor, Parent or Holdings to the Administrative Agent from time to time in writing (including by email) and # in the case of each Persons identified pursuant to [clauses (a) and (b) above], any of their Affiliates that are either # identified in writing by Holdings, a Sponsor or Parent from time to time or # clearly identifiable as Affiliates on the basis of such Affiliate’s name (other than, in the case of this clause (c), Affiliates that are bona fide debt funds); provided that no updates to the Disqualified Lender list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders. Any supplement to the list of Disqualified Lenders pursuant to [clause (b) or (c) above] shall be sent by the Borrower to the Administrative Agent in writing (including by email) and such supplement shall take effect the Business Day after such notice is received by the Administrative Agent (it being understood that no such supplement to the list of Disqualified Lenders shall operate to disqualify any Person that is already a Lender).
Notwithstanding anything to the contrary contained in this Agreement, Disqualified Lenders to whom an assignment or participation is made in violation of [clause (i) above] # will not have the right to # receive information, reports or other materials provided to Lenders by Holdings, the Borrower, the Administrative Agent or any other Lender, # attend or participate in meetings attended by the Lenders and the Administrative Agent, or # access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Lenders consented to such matter and # for purposes of voting on any plan of reorganization, each Disqualified Lender party hereto hereby agrees # not to vote on such plan of reorganization, # if such Disqualified Lender does vote on such plan of reorganization notwithstanding the restriction in the [foregoing clause (1)], such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the U.S. Bankruptcy Code (or any similar provision in any other applicable laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the U.S. Bankruptcy Code (or any similar provision in any other applicable laws) and # not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the [foregoing clause (2)].
Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this [Section 2.2] shall be subject to the terms and conditions of [Section 5.14] and [Section 5.15].
Incremental Lenders. Incremental Revolving Facility Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Revolving Facility Increase), or any Additional Lender (collectively, the Incremental Lenders); provided that the Administrative Agent, each Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lenders provision of such Incremental Revolving Facility Increase if such consent by the Administrative Agent or such Swingline Lender would be required under [Section 10.04] for an assignment of Commitments or Loans to such Additional Lender.
Lenders Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each Issuer and its Related Parties (to the extent not reimbursed by the Borrowers) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees gross negligence or willful misconduct or such Issuers failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this [Section 2.18] or any action taken or omitted by such indemnitees hereunder.
Defaulting Lenders. Notwithstanding any provision of this Agreement or any other 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:
Defaulting Lenders. Notwithstanding the [foregoing clause (a)], if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with [Section 5.15(a)(ii)].
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